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Adani Power IPO

Adani Power IPO

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Gujarat based Adani power applied draft prospectus with SEBI for IPO.
Gujarat based Adani power applied draft prospectus with SEBI for IPO.

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Published by: Venkata Krishna Nalamothu on Apr 22, 2009
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DRAFT RED HERRING PROSPECTUS Dated April 20, 2009 Please read Sections 60 and 60B of the Companies Act

, 1956 The Draft Red Herring Prospectus will be updated upon filing with the RoC 100% Book Building Issue

ADANI POWER LIMITED
(Our Company was incorporated on August 22, 1996 as a public limited company under the Companies Act, 1956. For details of changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 135 of this Draft Red Herring Prospectus.) Registered Office: Shikhar, Near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Tel: +91 79 2656 5555; Fax: +91 79 2656 5500 Contact Person: Mr. Digish Shah, Company Secretary and Compliance Officer; Tel No: (91 79) 2555 7139; Fax: (91 79) 2555 7155 Email: ipo@adanipower.com; Website: www.adanipower.com PUBLIC ISSUE OF 337,700,000 EQUITY SHARES OF Rs. 10 EACH OF ADANI POWER LIMITED (“APL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [ ] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [•] PER EQUITY SHARE) AGGREGATING TO Rs. [ ] MILLION (THE “ISSUE”). THE ISSUE INCLUDES A RESERVATION OF UP TO 8,000,000 EQUITY SHARES OF RS. 10 EACH FOR THE ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WILL CONSTITUTE [•]% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY AND THE NET ISSUE WILL CONSTITUTE [•]% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY. *
* The Company is considering a Pre-IPO Placement of Equity Shares with various investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of the Company. The Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to the filing the Red Herring Prospectus with the RoC. If the PreIPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Net Issue size of 10% of the post Issue paid-up capital being offered to the public.

PRICE BAND: Rs. [ ] TO Rs. [ ] PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE ISSUE PRICE IS [•] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [•] TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Period not exceeding ten working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Global Coordinator and Book Running Lead Manager (“BRLM”) and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 8,000,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 each. The Floor Price is [•] times of the face value and the Cap Price is [•] times of the face value. The Issue Price (as determined by the Company in consultation with the BRLM on the basis of assessment of market demand for the Equity Shares by way of book building) should not be taken to be indicative of the market price of the Equity Shares after they are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. IPO GRADING This Issue has been graded by [•] as [•], indicating [•] through its letter dated [•]. For details see section titled “General Information” on page 17 of this Draft Red Herring Prospectus and refer to “Material Contracts and Documents for Inspection” on page 451 of this Draft Red Herring Prospectus. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page XIV of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. The Company has received an ‘in-principle’ approval from the NSE and the BSE, for the listing of the Equity Shares pursuant to letters dated [•] and [•], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [•]. GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

DSP MERRILL LYNCH LIMITED Mafatlal Centre, 10 th Floor Nariman Point Mumbai 400 021 Tel: (91 22) 2262 1071 Fax: (91 22) 2204 8518 Email: apl_ipo@ml.com Investor Grievance Email: india_merchantbanking@ml.com Website: www.dspml.com Contact Person: N. S. Shekhar SEBI Registration No.: INM000002236

KARVY COMPUTERSHARE PRIVATE LIMITED “Karvy House”, 46, Avenue 4 Street No 1, Banjara Hills Hyderabad 500 034 Toll free no: 1-800-345-4001 Tel: (91 40) 2342 0815-28 Fax: (91 40) 2343 1551 Email: adanipower.ipo@karvy.com Investor Grievance Email: adanipower.ipo@karvy.com Website: www.karvy.com Contact Person: M. Murali Krishna SEBI Registration No.: INR000000221 ISSUE PROGRAMME

BID/ISSUE OPENS ON

[•] •

BID/ISSUE CLOSES ON

[•] •

TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS............................................................................................ I PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................... X FORWARD-LOOKING STATEMENTS ........................................................................................ XII RISK FACTORS ...............................................................................................................................XIV SUMMARY OF BUSINESS ..................................................................................................................1 SUMMARY OF INDUSTRY ................................................................................................................7 SUMMARY FINANCIAL INFORMATION.....................................................................................11 THE ISSUE ...........................................................................................................................................16 GENERAL INFORMATION..............................................................................................................17 CAPITAL STRUCTURE ....................................................................................................................24 OBJECTS OF THE ISSUE .................................................................................................................32 BASIS FOR ISSUE PRICE .................................................................................................................43 STATEMENT OF TAX BENEFITS ..................................................................................................46 INDUSTRY OVERVIEW....................................................................................................................56 OUR BUSINESS...................................................................................................................................68 DESCRIPTION OF CERTAIN KEY CONTRACTS.......................................................................91 REGULATIONS AND POLICIES................................................................................................... 124 HISTORY AND CERTAIN CORPORATE MATTERS................................................................ 135 OUR SUBSIDIARIES ........................................................................................................................ 138 OUR MANAGEMENT ...................................................................................................................... 143 OUR PROMOTERS .......................................................................................................................... 155 OUR PROMOTER GROUP ............................................................................................................. 160 RELATED PARTY TRANSACTIONS ........................................................................................... 229 DIVIDEND POLICY ......................................................................................................................... 236 FINANCIAL STATEMENTS ........................................................................................................... 237 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................................................................................................... 307 FINANCIAL INDEBTEDNESS........................................................................................................ 321 LEGAL AND OTHER INFORMATION ........................................................................................ 339 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................... 339 GOVERNMENT APPROVALS ....................................................................................................... 372 OTHER REGULATORY AND STATUTORY DISCLOSURES.................................................. 378 ISSUE INFORMATION.................................................................................................................... 390 TERMS OF THE ISSUE ................................................................................................................... 390 ISSUE STRUCTURE......................................................................................................................... 393 ISSUE PROCEDURE ........................................................................................................................ 398 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES............................. 437 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION................................................. 438 OTHER INFORMATION................................................................................................................. 451 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION....................................... 451 DECLARATION ................................................................................................................................ 454

DEFINITIONS AND ABBREVIATIONS Term “We”, “Us” or “Our” “the Company”, “our Company”, “the Issuer” or “APL” Company Related Terms Term Adani Group Description Such entities in which the Adani family has business or financial interest, including interests in sectors such as ports, power, infrastructure, real estate, trading, edible oils, gas distribution and logistics Adani Enterprises Limited Adani Power Dahej Limited Adani Power Maharashtra Limited Adani Power (Overseas) Limited Adani Power Rajasthan Limited The articles of association of the Company The statutory auditors of the Company namely Deloitte Haskins & Sells, Chartered Accountants The board of directors of the Company or a committee constituted thereof Benchmark prime lending rate of the relevant bank 1,980 MW power project planned to be set up by the Company, through APDL, at Dahej, Taluka Vagra, district Bharuch, Gujarat Director(s) of the Company, unless otherwise specified 1,320 MW power project planned to be set up by the Company, through APRL, at Kawai Village, District Baran, Rajasthan The memorandum of association of the Company Millennium Developers Private Limited 4x330 MW power project of the Company located at Tunda and Siracha, Mundra village, district Kutch, Gujarat. Mundra Phase I and Mundra Phase II each individually refers to 2x330 MW power project of the Company that are a part of Mundra Phase I and II Power Project 2x660 MW power project of the Company located at Tunda and Siracha, Mundra village, district Kutch, Gujarat 3x660 MW power located at Tunda and Siracha, Mundra village, district Kutch, Gujarat Mundra Power SEZ Limited The promoters of the Company, namely, Mr. Gautam S. Adani, Mr. Rajesh S. Adani and Adani Enterprises Limited The persons enumerated in “Our Promoters” and “Our Promoter Group” beginning on pages 155 and 160, respectively of this Draft Red Herring Prospectus The registered office of the Company, located at Shikhar, Near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 Somerset Emerging Opportunities Fund The subsidiaries of the Company, namely, Adani Power Maharashtra Description Unless the context otherwise requires, refers to Adani Power Limited and its Subsidiaries on a consolidated basis, as described in this Draft Red Herring Prospectus Unless the context otherwise requires, refers to Adani Power Limited, a public limited company incorporated under the Companies Act

AEL APDL APML APOL APRL Articles/Articles Association Auditors

of

Board of Directors/Board BPLR Dahej Power Project Director(s) Kawai Power Project Memorandum/ Memorandum of Association Millennium Developers Mundra Phase I and II Power Project

Mundra Phase III Power Project Mundra Phase IV Power Project MuPSEZL Promoters Promoter Group Registered Office Somerset Fund Subsidiaries

I

Term

Tiroda Power Project Ventura Power

Description Limited, Adani Power Rajasthan Limited, Adani Power Dahej Limited, Mundra Power SEZ Limited and Adani Power (Overseas) Limited 3x660 MW power project of the Company located at village Tiroda, district Gondia, Maharashtra Ventura Power Investment Private Limited, earlier known as Lingo (Mauritius) Private Limited. The approval for the change of name is currently pending with the relevant statutory authority

Issue Related Terms Term Allotment/Allot Allottee Application Supported by Blocked Amount/ ASBA ASBA Bidder Description Unless the context otherwise requires, the allotment of Equity Shares pursuant to the Issue A successful Bidder to whom the Equity Shares are Allotted An application, whether physical or electronic, used by a Resident Retail Individual Bidder to make a Bid authorising a SCSB to block the Bid Amount in their specified bank account maintained with the SCSB Any Resident Retail Individual Bidder who intends to apply through ASBA and, (a) is bidding at Cut-off Price, with single option as to the number of shares; (b) is applying through blocking of funds in a bank account with the SCSB; (c) has agreed not to revise his/her bid; and (d) is not bidding under any of the reserved categories The form, whether physical or electronic, used by an ASBA Bidder to make a Bid, which will be considered as the application for Allotment for the purposes of the Draft Red Herring Prospectus and the Prospectus A bank account of the Company, under Section 73 of the Act where the funds shall be transferred by the SCSBs from the bank accounts of the ASBA Bidders The banks which are clearing members and registered with SEBI as Banker to the Issue with whom the Escrow Account will be opened, in this case being [●] The basis on which Equity Shares will be Allotted to Bidders under the Issue and which is described in “Issue Procedure – Basis of Allotment” on page 416 of this Draft Red Herring Prospectus An indication to make an offer during the Bidding Period by a prospective investor to subscribe to the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto. For the purposes of ASBA Bidders, it means an indication to make an offer during the Bidding Period by a Retail Resident Individual Bidder to subscribe to the Equity Shares of our Company at Cut-off Price The highest value of the optional Bids indicated in the Bid cum Application Form The date after which the Syndicate will not accept any Bids for the Issue, which shall be notified in an English national newspaper, a Hindi national newspaper and a Gujarati newspaper, each with wide circulation The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in an English national newspaper, a Hindi national newspaper and a Gujarati newspaper, each with wide circulation The form used by a Bidder to make a Bid and which will be considered as the application for Allotment for the purposes of the Draft Red Herring Prospectus and the Prospectus Any prospective investor who makes a Bid pursuant to the terms of the Draft Red Herring Prospectus and the Bid cum Application Form

ASBA Bid cum Application Form or ASBA BCAF ASBA Public Issue Account Banker(s) to the Issue/Escrow Collection Bank(s) Basis of Allotment Bid

Bid Amount Bid /Issue Closing Date

Bid /Issue Opening Date

Bid cum Application Form Bidder

II

Term Bidding/Issue Period Book Building Process/Method Business Day CAN/Confirmation of Allocation Note Cap Price Controlling Branches Cut-off Price

Designated Branches Designated Date

Designated Stock Exchange Draft Red Herring Prospectus DSPML Eligible Employees

Description The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids Book building route as provided in Chapter XI of the SEBI DIP Guidelines, in terms of which this Issue is being made Any day on which commercial banks in Mumbai are open for business Note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted Such branches of the SCSB which coordinates with the BRLM, the Registrar to the Issue and the Stock Exchanges, in this case being, [●] Issue Price, finalised by the Company in consultation with the BRLM. Only Retail Individual Bidders and Eligible Employee whose Bid Amount does not exceed Rs. 100,000, are entitled to Bid at the Cut Off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price. Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA Bidders and a list of which is available on http://www.sebi.gov.in The date on which funds are transferred from the Escrow Account to the Public Issue Account or the amount blocked by the SCSB is transferred from the bank account of the ASBA Bidder to the ASBA Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to successful Bidders [●] This Draft Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not contain complete particulars of the price at which the Equity Shares are issued and the size (in terms of value) of the Issue DSP Merrill Lynch Limited Permanent employees and directors of the Company (excluding Promoters), its Subsidiaries and AEL as of [●] who are Indian Nationals based in India and are present in India on the date of submission of the Bid cum Application Form NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom the Draft Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares Allotted herein The portion of the Issue being up to 8,000,000 Equity Shares available for allocation to Eligible Employees Equity shares of the Company of Rs. 10 each, unless otherwise specified Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid Agreement to be entered into by our Company, the Registrar to the Issue, the BRLM, the Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected to the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof The Bidder whose name appears first in the Bid cum Application Form or Revision Form or the ASBA Bid cum Application Form The lower end of the Price Band, at or above which the Issue Price will be finalised and below which no Bids will be accepted

Eligible NRI

Employee Reservation Portion Equity Shares Escrow Account Escrow Agreement

First Bidder Floor Price

III

Term BRLM/ Global Coordinator and Book Running Lead Manager Issue

Description DSP Merrill Lynch Limited Public issue of 337,700,000 Equity Shares of Rs. 10 each of the Company for cash at a price of Rs. [•] per Equity Share aggregating Rs. [•] million. The Issue comprises a Net Issue of [●] Equity Shares to the public and an Employee Reservation of upto 8,000,000 Equity Shares for subscription by Eligible Employees. The Company is considering a Pre-IPO Placement of up to [•] Equity Shares with various investors. The Pre-IPO Placement is at the discretion of the Company. The Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to the filing the Red Herring Prospectus with the RoC. If the PreIPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue paid-up capital being offered to the public The final price at which Equity Shares will be issued and allotted in terms of the Red Herring Prospectus. The Issue Price will be decided by our Company in consultation with the BRLM on the Pricing Date The proceeds of the Issue that are available to the Company The amount paid by the Bidder at the time of submission of his/her Bid, being 10% to 100% of the Bid Amount The agreement entered into on April 15, 2009 between our Company and the BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue [●] 5% of the QIB Portion or [●] Equity Shares available for allocation to Mutual Funds only, out of the QIB Portion A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 The Issue less the Employee Reservation Portion, consisting of [●] Equity Shares to be allotted in the Issue at the Issue Price. The Issue Proceeds less the Issue expenses. For further information about use of the Issue Proceeds and the Issue expenses see “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than Rs. 100,000 (but not including NRIs other than eligible NRIs) The portion of the Net Issue being not less than [●] Equity Shares available for allocation to Non-Institutional Bidders A person resident outside India, as defined under FEMA and includes a Non Resident Indian Bid/Issue Closing Date or the last date specified in the CAN sent to Bidders, as applicable The period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date A pre-IPO Placement of [●] Equity Shares with various investors undertaken by the Company prior to the filing of the RHP with RoC. Price band of a minimum price of Rs. [●] (Floor Price) and the maximum price of Rs. [●] (Cap Price) and includes revisions thereof The date on which our Company, in consultation with the BRLM, finalizes the Issue Price The Prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act, containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information

Issue Price Issue Proceeds Margin Amount BRLM Memorandum of Understanding Monitoring Agency Mutual Fund Portion Mutual Funds Net Issue Net Proceeds Non-Institutional Bidders Non-Institutional Portion Non-Resident Pay-in Date Pay-in-Period Pre-IPO Placement Price Band Pricing Date Prospectus

IV

Term Public Issue Account QIB Margin Amount QIB Portion Qualified Institutional Buyers or QIBs

Red Herring Prospectus or RHP

Refund Account(s) Refund Banker(s) Refunds through electronic transfer of funds Registrar/Registrar to the Issue Resident Retail Individual Investor or RRII Retail Individual Bidder(s) Retail Portion Revision Form SCSB Agreement Self Certified Syndicate Bank or SCSB Stock Exchanges Syndicate Syndicate Agreement Syndicate Members Takeover Code

Description Account opened with the Bankers to the Issue to receive monies from the Escrow Account on the Designated Date An amount representing at least 10% of the Bid Amount, paid by QIB bidders at the time of submission of their bid The portion of the Net Issue being at least [●] Equity Shares of Rs. 10 each to be Allotted to QIBs Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FIIs and sub-account registered with SEBI, other than which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with IRDA, provident fund with minimum corpus of Rs. 25 crores, pension fund with minimum corpus of Rs. 25 crores and National Investment Fund set up by Government of India. The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three (3) days before the Bid Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date The account opened with Escrow Collection Bank(s), from which refunds, if any, of the whole or part of the Bid Amount (excluding to the ASBA Bidder) shall be made [●] Refunds through ECS, Direct Credit, RTGS or the ASBA process, as applicable Karvy Computershare Private Limited Retail Individual Bidder who is a person resident in India as defined in the Foreign Exchange Management Act, 1999 and who has not Bid for Equity Shares for an amount more than Rs. 100,000 in any of the bidding options in the Issue Individual Bidders (including HUFs applying through their karta, Eligible NRIs and Resident Retail Individual Bidders) who have not Bid for Equity Shares for an amount more than Rs. 100,000 in any of the bidding options in the Issue. The portion of the Net Issue being not less than [●] Equity Shares of Rs. 10 each available for allocation to Retail Individual Bidder(s) The form used by the Bidders, excluding ASBA Bidders, to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s) The agreement to be entered into between the SCSBs, the BRLM, the Registrar to the Issue and our Company only in relation to the collection of Bids from the ASBA Bidders The Banks which are registered with SEBI under SEBI (Bankers to an Issue) Regulations, 1994 and offers services of ASBA, including blocking of bank account and a list of which is available on http://www.sebi.gov.in The BSE and the NSE The BRLM and the Syndicate Members The agreement to be entered into between the Syndicate and our Company in relation to the collection of Bids in this Issue (excluding Bids from the ASBA Bidders) [●] SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,

V

Term TRS/Transaction Registration Slip Underwriters Underwriting Agreement

Description 1997, as amended The slip or document issued by a member of the Syndicate or the SCSB (only on demand), as the case may be, to the Bidder as proof of registration of the Bid The BRLM and the Syndicate Members The agreement among the Underwriter and our Company to be entered into on or after the Pricing Date

Conventional and General Terms/Abbreviations Term Act or Companies Act AS AY BSE CAGR CDSL CESTAT Depositories Depositories Act DER DP/Depository Participant DP ID EBITDA ECS EGM EPS Description Companies Act, 1956, as amended from time to time Accounting Standards issued by the Institute of Chartered Accountants of India Assessment Year Bombay Stock Exchange Limited Compounded Annual Growth Rate Central Depository Services (India) Limited Central Excise and Service Tax Appellate Tribunal NSDL and CDSL The Depositories Act, 1996 as amended from time to time Debt Equity Ratio A depository participant as defined under the Depositories Act, 1996

Depository Participant’s Identity Earnings Before Interest, Tax, Depreciation and Amortisation Electronic Clearing Service Extraordinary General Meeting Unless otherwise specified, Earnings Per Share, i.e., profit after tax for a fiscal year divided by the weighted average outstanding number of equity shares during that fiscal year FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder and amendments thereto FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and amendments thereto FII(s) Foreign Institutional Investors as defined under SEBI (Foreign Institutional Investor) Regulations, 1995 registered with SEBI under applicable laws in India Financial Year/Fiscal/FY Period of twelve months ended March 31 of that particular year FIPB Foreign Investment Promotion Board FVCI Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time GDP Gross Domestic Product GoI/Government Government of India HNI High Net worth Individual HUF Hindu Undivided Family IBAR ICICI Benchmark Advance Rate IFRS International Financial Reporting Standards Income Tax Act The Income Tax Act, 1961, as amended from time to time INCOTERMS 2000 Year 2000 edition of the International Rules for the Interpretation of Trade Terms published by the International Chamber of Commerce Indian GAAP Generally Accepted Accounting Principles in India IPO Initial Public Offering

VI

Term JV LIBOR MMT Mn MoU MPP MW NAV NEFT NR NRE Account NRI

NRO Account NSDL NSE OCB

p.a. P/E Ratio PAN PAT PBT PIO RBI Re. RoC RONW Rs. RTGS SAT SBAFT SBAR SBI PLR SCRA SCRR SEB SEBI SEBI Act SEBI Guidelines

Description Joint Venture London Interbank Offered Rate Million Metric Tons Million Memorandum of Understanding Merchant Power Plant Mega Watts Net Asset Value National Electronic Fund Transfer Non Resident Non Resident External Account Non Resident Indian, is a person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time Non Resident Ordinary Account National Securities Depository Limited The National Stock Exchange of India Limited A company, partnership, society or other corporate body owned directly or indirectly to the extent of up to 60% by NRIs including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the general permission granted to OCBs under the FEMA. OCBs are not allowed to invest in this Issue per annum Price/Earnings Ratio Permanent Account Number Profit After Tax Profit Before Tax Persons of Indian Origin The Reserve Bank of India One Indian Rupee The Registrar of Companies, Gujarat, Dadra and Nagar Haveli located at ROC Bhavan, opposite Rural Park Society, Behind Ankur Bus Stand, Naranpura, Ahmedabad 380 013 Return on Net Worth Indian Rupees Real Time Gross Settlement Securities Appellate Tribunal Shantilal Bhudarmal Adani Family Trust State Bank of India Benchmark Advance Rate State Bank of India Prime Lending Rate Securities Contracts (Regulation) Act, 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time State Electricity Board The Securities and Exchange Board of India constituted under the SEBI Act, 1992 Securities and Exchange Board of India Act 1992, as amended from time to time SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended from time to time

VII

Term SICA Stamp Act State Government Stock Exchange(s) UIN U.S./USA UNCITRAL U.S. GAAP USD/US$ VCFs

Description Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time The Indian Stamp Act, 1899, as amended from time to time The government of a state of India BSE and/or NSE as the context may refer to Unique Identification Number United States of America United Nations Commission on International Trade Law Generally Accepted Accounting Principles in the United States of America United States Dollars Venture Capital Funds as defined and registered with SEBI under the SEBI (Venture Capital Fund) Regulations, 1996, as amended from time to time

Technical/Industry Related Terms Term BTG CDM CEA CER CERC CFBC COD CPCB CTU DHBVNL EIA Electricity Act EPC ERC ERU FERV FI GCV GIDC GPCB GUVNL GWIL HVDC IM IPP JSL KPTL KW kWh MSEDCL MSETCL MLD MMT MPSEZL MoEF MW NLDC NTPC Description Boiler, Turbine and Generator Clean Development Mechanism Central Electricity Authority Certified Emission Reduction Central Electricity Regulatory Commission Circulating Fluidized Bed Combustion Commercial Operation Date Central Pollution Control Board Central Transmission Utility as defined in the Electricity Act, 2003 Dakshin Haryana Bijli Vitran Nigam Limited Environmental Impact Assessment The Electricity Act 2003, as amended from time to time Engineering, Procurement and Construction Electricity Regulatory Commission Electricity Reduction Unit Foreign Exchange Rate Variation Financial Institutions Gross Calorific Value Gujarat Industrial Development Corporation Gujarat Pollution Control Board Gujarat Urja Vikas Nigam Limited Gujarat Water Infrastructure Limited High Voltage Direct Current Information Memorandum Independent Power Producers Jyoti Structures Limited Kalpataru Power Transmission Kilo Watt Kilo Watt Hour Maharastra State Electricity Distribution Company Limited Maharashtra State Electricity Transmission Company Limited Million Litres per Day Million Metric Tonnes Mundra Port and Special Economic Zone Limited Ministry of Environment and Forests Megawatts National Load Dispatch Centre National Thermal Power Corporation Limited

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Term O&M PGCIL PLF PPA RFP RFQ RLDC RRVUNL SEBs SEPCO SERC SEZ SMEECL SPV Standard Coal STU sq. km. UHBVNL ULDC UMPP Units VATWL VERs

Description Operation and Maintenance Power Grid Corporation of India Limited Plant Load Factor Power Purchase Agreement Request for Proposal Request for Qualification Regional Load Dispatch Centre Rajasthan Rajya Vidyut Utpadan Nigam Limited State Electricity Boards SEPCOIII Electric Power Construction Corporation Shandong, PR China State Electricity Regulatory Commission Special Economic Zone Sichuan Machinery and Equipment Import and Export Company Limited Special Purpose Vehicle Non-coking thermal run-of-mine recoverable coal meeting the specifications that is substantially free from impurities, including bone, slate, earth, rock, pyrite or wood. State Transmission Utility as defined in the Electricity Act, 2003 Square kilometre Uttar Haryana Bijli Vitran Nigam Limited Unified Load Dispatch and Communication Ultra Mega Power Project kWh V A Tech Wabag Limited Verified Emission Reductions

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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Financial Data Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated financial statements, prepared in accordance with Indian GAAP and the SEBI Guidelines, which are included in this Draft Red Herring Prospectus. Our fiscal year commences on April 1 of each year and ends on March 31 of the next year. All references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. There are significant differences among Indian GAAP, IFRS and US GAAP. The Company urges you to consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India, all references to the “US”, “USA”, or the “United States” are to the United States of America, its territories and possessions and all references to “UK” are to the United Kingdom of Great Britain and Northern Ireland, together with all its territories and possessions. Any percentage amounts, as set forth in “Risk Factors”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Red Herring Prospectus, unless otherwise indicated, have been calculated on the basis of our restated financial statements prepared in accordance with Indian GAAP. Currency and units of Presentation All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$”, “USD” or “US Dollars” are to United States Dollars, the official currency of the United States of America. In this Draft Red Herring Prospectus the Company has presented certain numerical information in “million” units. One million represents 1,000,000. Exchange Rates This Draft Red Herring Prospectus contains translations of certain US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of Clause 6.9.7.1 of the SEBI Guidelines. These translations should not be construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. Unless, otherwise stated, the Company has in this Draft Red Herring Prospectus used a conversion rate of Rs. 50.95 for one U.S Dollar, being the RBI reference rate as of March 31, 2009 (Source: RBI website). Such translations should not be considered as a representation that such U.S Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rates stated above or at all. Industry and Market Data Unless stated otherwise, industry and market data used throughout this Draft Red Herring Prospectus has been obtained from industry publications and Government data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes that industry data used in this Draft Red Herring Prospectus is

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reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.

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FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forwardlooking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “contemplate”, “expect”, “estimate”, “future”, “goal”, “intend”, “may”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue”, “will likely result”, “will seek to” or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant statement. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which we have our businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India, which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Our inability to effectively manage our growth or to successfully implement our business plan and growth strategy; Unavailability of fuel for our power plants; Inability to enter into financing/off-take arrangements for the proposed projects; Inability to set up projects within the estimated time frame; Certain inherent construction, financing and operational risks in relation to our projects; The monetary and interest policies of India, inflation, deflation, unanticipated turbulence in interest rates; Foreign exchange rates, equity prices or other rates or prices; The performance of the financial markets in India; General economic and business conditions in India; Changes in laws and regulations that apply to our clients, suppliers and the power generation and trading and construction and property development sectors; Increasing competition in and the conditions of our clients, suppliers and the power generation and trading and construction and property development sectors; and Changes in political conditions in India;

For further discussion of factors that could cause our actual results to differ from our expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages XIV, 68 and 307 respectively of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. The Company, the BRLM, the Syndicate Members or their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of

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underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, we and the BRLM will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchanges.

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RISK FACTORS An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risk factors where the effect is not quantifiable and hence has not been disclosed in such risk factors. The numbering of the risk factors has been done to facilitate the ease of reading and reference, and does not in any manner indicate the importance of one risk factor over another. In making an investment decision, prospective investors must rely on their own examination of the Company and the terms of the Issue, including the merits and risks involved. Unless otherwise stated, the financial information of the Company used in this section is derived from our audited consolidated financial statements under Indian GAAP, as restated. Risk Related to our Business 1. We have no operating history, so it is difficult to estimate our future performance. We currently have no power projects in operation or other revenue generating operations, and we have no significant operating history from which you can evaluate our business, future prospects and viability. The development of power projects involves various risks, including among others, regulatory risk, construction risk, financing risk and the risk that these projects may prove to be unprofitable. Any inability to effectively develop and operate our power projects could adversely affect our business prospects, financial condition and results of operation. Moreover, you should not evaluate our prospects and viability based on the performance of our Promoter, AEL or other affiliates. Our prospects must be considered in light of the risks and uncertainties inherent in new business ventures. 2. If we are unable to commence operations as expected, our results of operations will be adversely affected. Our power projects have long gestation periods due to the process involved in commissioning power projects. Additionally, power projects typically require months or even years after being commissioned before positive cash flows can be generated, if at all. In addition, given the amount of developmental activity in the power sector in India, the commercial viability of our power projects may need to be re-evaluated and we may not be able to realize any benefits or returns on investments as estimated. The scheduled completion targets for our power projects are estimates and are subject to delays as a result of, among other things, contractor performance shortfalls, unforeseen engineering problems, dispute with workers, force majeure events, availability of financing, unanticipated cost increases or changes in scope and inability in obtaining certain property rights, fuel supply and government approvals, any of which could give rise to cost overruns or the termination of a power project’s development. There can be no assurance that our power projects will be completed in the time expected, or at all, or that their gestation period will not be affected by any or all of these factors. We cannot assure you that all potential liabilities that may arise from delays or shortfall in performance, will be covered or that the damages that may be claimed from such contractors shall be adequate to cover any loss of profits resulting from such delays, shortfalls or disruptions. In addition, failure to complete a power project according to its original specifications or schedule, if at all, may give rise to potential liabilities and could render certain benefits available under various government statutes, such as deduction of 100.0% of the profits derived from the power generation being unavailable and concessional customs duties on imports being unavailable, as a result, our returns on

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investments may be lower than originally expected. 3. Our inability to effectively manage our growth or to successfully implement our business plan and growth strategy could have an adverse effect on our operations, results and financial condition. We expect that our growth strategy will place significant demands on our management, financial and other resources. In particular, continued expansion increases the challenges involved in financial and technical management, recruitment, training and retaining sufficient skilled technical and management personnel, and developing and improving our internal administrative infrastructure. We intend to continue expansion in the foreseeable future to pursue existing and potential market opportunities. Our inability to manage our business plan effectively and execute our growth strategy could have an adverse effect on our operations, results, financial condition and cash flows. In order to manage growth effectively, we must implement and improve operational systems, procedures and internal controls on a timely basis. If we fail to implement these systems, procedures and controls on a timely basis, or if there are weaknesses in our internal controls that would result in inconsistent internal standard operating procedures, we may not be able to meet our customers’ needs, hire and retain new employees, pursue new business, complete future strategic agreements or operate our business effectively. There can be no assurance that our existing or future management, operational and financial systems, procedures and controls will be adequate to support future operations or establish or develop business relationships beneficial to future operations. 4. The Net Proceeds of the Issue may be inadequate and we may not be able to raise additional capital to fund the balance costs for power projects that are a part of the “Objects of the Issue”. The Net Proceeds of the Issue are expected to cover a part of the estimated cost to complete our Mundra Phase IV Power Project and Tiroda Power Project. There can be no assurance that the Net Proceeds of the Issue and the debt tied up will be adequate to finance the development of our Mundra Phase IV Power Project and Tiroda Power Project and we may need to raise additional amounts to fund the balance costs for these power projects. There can be no assurance that we will be able to fund such additional amount from internal accruals or arrange additional financing on terms that would be acceptable to us, or at all. 5. We may not be able to acquire sufficient land area for our Tiroda project. We are in the process of identifying and acquiring a portion of land required for developing our Tiroda Power Project. We cannot assure you that we will be able to identify adequate land or that land acquisitions will be completed in a timely manner, on terms that are commercially acceptable to us, or at all. If we are unable to acquire sufficient amount of land for our Tiroda project, the viability and efficiency of the project may be affected. 6. Certain properties, including the land on which we are constructing our power projects and our registered office are not owned by us and we enjoy only a leasehold right over these properties. In the event we are unable to renew the lease agreements, our business, financial condition and results of operations could be adversely affected. Some of our power projects are being constructed on land that has been leased to us. Upon the termination of the lease, we are required to return the lands to the lessors. The term of the land lease agreements are not co-terminus with the lifetime of the power projects. In the event that the lessors terminate the lease agreements or do not renew the lease agreements, our business, financial condition and results of operations could be adversely affected. In addition, the premises on which our registered office is situated has been leased to us by Adani Properties Private Limited (“Adani Properties”) pursuant to a lease agreement dated September 27, 2006. We are required to pay lease charges of approximately Rs. 0.07 million per month and the lease agreement may be terminated by Adani Properties by giving us an

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advance written notice of one month. If Adani Properties decides to terminate the lease agreement, we may suffer a disruption in our operations. 7. Our plans require significant capital expenditures and if we are unable to obtain the necessary funds on acceptable terms, we may not be able to fund our power projects and our business may be adversely affected. The development of power projects is capital intensive and our power projects require significant capital expenditure. Even though we have definitive financing agreements with respect to many of our projects, our lenders could unilaterally terminate or decline to lend to us under such agreements. Further, lenders have committed to lend us certain amount under sanction or underwriting letters for some of our power projects, however these commitments are subject to a number of conditions precedent, such as completion of documentation satisfactory to parties thereto, among others. We may not be able to fulfill all or any of the conditions or agree on commercial terms or non-commercial terms with these banks and financial institutions, in which case they would have no obligation to provide any loans to us. If the funding requirements of a particular power project increase, we will need to look for additional sources of finance, which may not be readily available, or may not be available on commercially reasonable terms, which may have an adverse effect on the profitability of that power project. Further, any debt we raise is required to be continuously rated by credit rating agencies. Any fall in ratings for existing debt may impact our ability to raise additional financing. Further, due to the number of large-scale infrastructure projects currently under development in India and increased lending by banks and institutions to these projects, we may not be able to receive adequate debt funding on commercially reasonable terms in India and may be required to seek funding internationally, resulting in exposure to higher interest rate and foreign exchange risks. Our ability to finance our capital expenditure plans is also subject to a number of risks, contingencies and other factors, some of which are beyond our control, including tariff regulations, borrowing or lending restrictions, if any, imposed by applicable government regulations, the amount of dividends that can be paid to our shareholders and general economic and capital market conditions. We cannot assure you that we will be able to raise sufficient funds to meet our capital expenditure requirements and on terms acceptable to us. In addition, we currently intend to finance approximately 20.0% of the costs of our power projects from equity contributions and approximately 80.0% of the costs of our power projects from third party debt. While we believe that this division reflects the current market for financing power projects in India, this standard may change or financial institutions or investors may require additional contributions from us. If this occurs, it will reduce our leverage for the project being financed and may negatively impact our expected returns. If we are unable to raise the capital needed to fund the costs of our power projects, or experience any delays in raising such funds, there could be an adverse effect on our ability to complete these power projects and on our revenues and profitability. 8. We have incurred significant indebtedness and further intend to incur substantial borrowings in connection with the development of our power projects. Our indebtedness has important consequences to us. Further, we may not be able to meet our obligations under these debt financing arrangements. As of March 31, 2009, we had total outstanding indebtedness of Rs. 49,919.04 million. For further details regarding our indebtedness, please see sections titled “Financial Statements” and “Financial Indebtedness” on pages 237 and 321, respectively, of this Draft Red Herring Prospectus. Increasing our level of indebtedness has important consequences to us such as: • • • increasing our vulnerability to general adverse economic, industry and competitive conditions; limiting our flexibility in planning for, or reacting to, changes in our business and the industry; limiting our ability to borrow more money for our power projects; and

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increasing our interest expenditure, since a substantial portion of our debt bears interest at floating rates.

Further, our financing arrangements contain restrictive covenants whereby we are required to obtain approval from our lenders, regarding, among other things, our reorganization, amalgamation or merger, our incurrence of additional indebtedness, the disposition of assets and the expansion of our business. We cannot assure you that we will receive such approvals in a timely manner or at all. These agreements also require us to maintain certain financial ratios. If we breach any financial or other covenants contained in any of our financing arrangements, we may be required to immediately repay our borrowings either in whole or in part, together with any related costs. Furthermore, certain of our financing arrangements may contain cross default provisions which could automatically trigger defaults under other financing arrangements. Additionally, because some of our borrowings are secured against all or a portion of our assets, lenders may be able to sell those assets to enforce their claims for repayment. Our ability to meet our debt service obligations and to repay our outstanding borrowings will depend primarily upon the cash flow generated by our business over time, as well as capital markets as source of capital. If we fail to meet our debt service obligations or financial covenants required under the financing documents, the relevant lenders could declare us in default under the terms of our borrowings, accelerate the maturity of our obligations or take over the financed power project. We cannot assure you that, in the event of any such acceleration, we will have sufficient resources to repay these borrowings. Failure to meet our obligations under the debt financing arrangements could have an adverse effect on our cash flows, business and results of operations. The duration of our off-take arrangements may not match the duration of the related financing arrangements and we may be exposed to refinancing risk. In the event of an increase in interest rates, our debt service cost may increase at the time of refinancing our loan facilities and other financing arrangements, but our revenues under the relevant PPA may not correspondingly increase. This mismatch between the duration of our financing arrangements and the relevant PPAs may have an adverse effect on our business, financial condition and results of operations. 9. In future, we will rely on our Subsidiaries to generate earnings, and any decline in the earnings of our Subsidiaries or their ability to pay dividends to us could materially and adversely affect our results of operations. Once we commence full operations, a substantial portion of our assets will be held by, and a substantial part of our earnings and cash flows will be attributable to, our Subsidiaries. We cannot assure you that our Subsidiaries will generate sufficient earnings and cash flows to pay dividends or otherwise distribute sufficient funds to enable us to meet our obligations, pay interest and expenses or declare dividends. If we are unable to receive dividend payments from our Subsidiaries, our earnings and cash flow would be materially and adversely affected. 10. Increases in interest rates may affect our results of operations. The majority of our borrowings are subject to floating interest rates, which exposes us to interest rate risk. Further, we do not currently enter into any swap or interest rate hedging transactions in connection with our loan agreements or other material agreements. We cannot assure you that we will be able to enter into interest hedging contracts or other financial arrangements on commercially reasonable terms, or any of such agreements will protect us fully against our interest rate risk. Any increase in interest expense may have an adverse effect on our business prospects, financial condition and results of operations. 11. Our operations will have significant fuel requirements, and we may not be able to ensure the availability of fuel at competitive prices. The success of our operations will depend on, among other things, our ability to source fuel at competitive prices. We have entered into long-term coal supply agreements with AEL for

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supply of coal for the Mundra Phase I and II Power Project, Mundra Phase III Power Project and Mundra Phase IV Power Project. Our Tiroda Power Project will source a significant portion of its coal requirements from captive mines. The Standing Linkage Committee, Ministry of Coal has also recommended coal linkages for generating up to 1,366 MW and 1,180 MW of power from Mundra Phase IV Power Project and Tiroda Power Project, respectively. For details of the fuel arrangements for our power projects see the section “Our Business” on page 68 of this Draft Red Herring Prospectus. The coal supply agreements with AEL do not restrict AEL from selling coal to our competitors or other consumers. The coal supply agreements with AEL may be on terms favourable to us, and any amendment or termination of such agreements could adversely affect our results of operations and business. In case AEL is unable to fulfil its obligations under the terms of the coal supply agreements, our ability to renegotiate the terms of such agreements or seek remedy may be limited as AEL will continue to be our largest shareholder after the Issue. Further, our coal suppliers may default on their obligations to us under the coal supply agreements, which may adversely affect our business and results of operations. There can be no assurance that we will be able to obtain coal supplies either in sufficient quantities, acceptable qualities and on commercially acceptable terms, or at all. We may also have to purchase coal at a significantly higher spot price from the market for carrying out our operations, which could have an adverse effect on our business, financial condition and results of operations. 12. Estimates of coal reserves are subject to assumptions, and if the actual amounts of such reserves are less than estimated, our results of operations and financial condition may be adversely affected. We have entered into 15-year coal supply agreements with AEL for our Mundra Phase I and II Power Project, Mundra Phase III Power Project and Mundra Phase IV Power Project. We have been awarded two coal blocks with combined estimated reserves of approximately 170 million tons for our Tiroda Power Project. Estimates of coal reserves from where we intend to source coal from are subject to various assumptions such as interpretations of geological data obtained from sampling techniques and projected rates of production in the future. Actual reserves and production levels may differ significantly from estimates. If the quantity or quality of our coal reserves has been overestimated, we would deplete our coal reserves more quickly than anticipated and may have to source the required coal in the open market. Also, our PPAs typically last for 25 years and we have only secured coal supplies for a period of 15 years with AEL. Therefore, we will have to renegotiate the coal supply agreements with AEL or find alternative coal suppliers and there is no assurance that we will be able secure coal supplies either in sufficient quantities or on commercially acceptable terms, or at all. Prices for coal in the open market may exceed the cost at which we might otherwise be able to extract coal, which would increase our operating costs and adversely affect our business, financial condition and results of operations. 13. The supply of coal for our Tiroda Power Project and Mundra Phase IV Power Project is subject to certain conditions. The Government of India has allocated two coal blocks with combined estimated reserves of approximately 170 million tons for generating up to 1,000 MW of power at our Tiroda Power Project. The Standing Linkage Committee, Ministry of Coal has also recommended additional long term coal linkages for generating up to 1,180 MW of power for our Tiroda Power Project and generating up to 1,366 MW of power for our Mundra Phase IV Power Project. We cannot assure you that the coal linkage recommendations provided by the Standing Linkage Committee will result in coal supply agreements on timely and acceptable terms, if at all. In the event, we do not enter into coal supply agreements or the quality of coal allocated to us is not of expected calorific value, we may be required to make alternative arrangements for coal supply for these power projects. Under the letter of allocation from the Government of India for the coal mines for our Tiroda

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power project, we are required to adhere to certain schedules for the development of the mines. We are also required to guarantee certain amount of production of coal during the tenure of the allocation. In the event of a delay in the development of mines or a deficiency in the production of coal, the Government of India is entitled to deduct a specified amount from the bank guarantee. In the event of unsatisfactory progress in the development of the coal mines, the coal allocation may also be cancelled, each of which may affect our business and operation. 14. We may not develop our planned projects at Dahej and Kawai. We are currently planning to develop two coal-based power projects at Dahej and Kawai. The Dahej Power Project is expected to have an aggregate capacity of 1,980 MW and is proposed to be developed by our wholly-owned subsidiary, APDL. The Kawai Power Project is expected to have an aggregate capacity of 1,320 MW and is proposed to be developed by our wholly-owned subsidiary, APRL. Although, we currently intend to develop these projects, we may or may not develop these projects as planned or at all. In addition, there can be no assurance that if pursued, these projects will be implemented in a timely and cost-effective manner and will improve our results of operations. 15. We have no experience in mining operations, which are subject to various risks. If our mining operations are disrupted, our results of operations and financial condition could be adversely affected. We have no experience in operating mining blocks. We have been allotted two coal blocks to source fuel for our Tiroda Power Project and we are responsible for mining the coal. Coal mining operations require substantial expertise. Further, mining operations are subject to hazards and risks normally associated with the exploration, development and production of natural resources, any of which could disrupt our operations or cause damage to persons or property. The occurrence of industrial accidents, such as explosions, fires, transportation interruptions and inclement weather as well as any other events with negative environmental consequences, could adversely affect our operations by disrupting our ability to extract minerals from the mines we operate or exposing us to significant liability. 16. If we are unsuccessful in carrying out operating and maintaining activities for our power projects, our financial position, business prospects and results of operations could be adversely affected. We currently intend to carry out in-house operations and maintenance (“O&M”) for our power projects, in which we do not have any prior experience. We intend to build a team of experienced and qualified engineers and technicians to operate and maintain our power projects. If we are not successful in operating and maintaining our power projects on cost effective terms or at all, our financial position, business prospects and results of operations could be adversely affected. 17. Our success depends on stable and reliable transportation infrastructure. Disruption of transportation services could affect our operations. We depend on various forms of transport, such as roadways, railways and pipelines to receive fuel, raw materials and water during construction of our power projects and during their operation. The building of transportation infrastructure entails obtaining approvals, rights of way and development by the Government of India or the state governments and their nominated agencies, or us. As a result, we will not have total control over the construction, operation and maintenance of the transportation infrastructure. There can be no assurance that such transportation infrastructure will be constructed in a timely manner, operated on a cost effective basis and maintained at adequate levels, which may affect the estimated commissioning dates for our power projects. Undertaking such development will require significant capital expenditure and active engagement with the government and its agencies responsible for organizing transport infrastructure. Further, disruptions of transportation services because of weather-related problems, strikes, inadequacies in the road or rail infrastructure, or other events could impair the ability of our suppliers to deliver fuel and raw

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materials and may have an adverse impact on our operations. 18. Our success depends on the reliable and stable supply of water to our power projects. In the event of water shortages, our power projects may be required to reduce their water consumption, which would reduce their power generation capability. Our power projects will require a substantial amount of water, which is critical to the operations of our power projects. We have procured licenses to desalinate and use sea water for certain of our power projects. We intend to use river water for our Tiroda Power Project. The Tiroda Power Project has received a Letter of Intent from the Vidarbha Irrigation Development Corporation to draw water from river Wainganga. The Mundra Phase I and II Power Project, Mundra Phase III Power Project and Mundra Phase IV Power Project will utilize sea water to meet their consumptive and cooling water requirements. In the event of water shortages, our power projects may be required to reduce their water consumption, which would reduce their power generation capability. Further, if we do not receive the necessary approvals and licenses to draw sea water from the respective government authorities, we will have to find alternative sources for water supply. 19. Significant increases in prices or shortages of building materials could increase our cost of construction, which will have an adverse effect on our business, financial condition and results of operations. While we have entered into fixed price construction contracts for the power projects at Mundra and Tiroda Power Project, the cost of these contracts are ultimately affected by the availability, cost and quality of raw materials. The principal raw materials used in construction of power projects include cement and steel besides boilers, turbines and generators. The prices and supply of these and other raw materials depend on factors not within our control, including general economic conditions, competition, production levels, transportation costs and import duties. Price increases or shortages in these raw materials could adversely affect our ability to develop our power projects in line with our projected budget and we may not be able to complete our power projects as scheduled, which would have an adverse effect on our business, financial condition and results of operations. 20. If power evacuation facilities are not made available by the time our power projects are ready to commence operations, we may incur significant transmission costs and our operations could be adversely affected. Evacuation or “wheeling” power from our power plants to our consumers poses significant challenges due to transmission constraints. Evacuating power to a purchaser is either our responsibility or the responsibility of the purchaser, depending upon the identity of the purchaser, the location of the power project and other factors. For evacuating power, we are constructing long distance transmission lines at our cost. If construction of such transmission lines is not complete by the time our power projects are ready to commence operation or we incur significant transmission costs, our financial position and results of operations could be adversely affected. 21. Failure to enter into off-take arrangements in a timely manner and on terms that are commercially acceptable to us could adversely affect our business, financial condition and results of operations. We are developing power projects with combined installed capacity of 6,600 MW. Of this, we have entered into PPAs for 4,744 MW with various state electricity boards and an agreement for merchant sale of up to 221 MW of power from Mundra Phase III Power Project with AEL. We will need to enter into other off-take agreements for the balance of the power to be generated by our other power projects. As power plants are currently not permitted to sell electricity directly to retail power consumers, the consumer base for our power projects without PPAs is limited to state utility companies, electricity boards, industrial consumers and licensed power traders. We cannot assure you that we will be able to enter into off-take arrangements on terms that are favourable to us, or at all. Failure to enter into off-take arrangements in a timely manner and on terms that are commercially acceptable to us could

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adversely affect our business, financial condition and results of operations. 22. Our PPAs may expose us to certain risks that may affect our future results of operations. Our profitability is largely a function of our ability to manage our costs during the terms of our PPAs and operate our power projects at optimal levels. If we are unable to manage our costs effectively or operate our power projects at optimal levels, our business prospects, financial condition and results of operations may be adversely affected. In the event, we default in fulfilling our obligations under the PPAs, we may be liable to penalties and in certain specified cases, customers may also terminate such PPAs. The termination of any PPA by our customers would adversely affect our goodwill, business and results of operations. In the power project business, there are often restrictions on a company’s ability to, among other things, increase prices at short notice, sell interests to third parties and undertake expansion initiatives with other consumers. Accordingly, if there is an industry wide increase in tariffs, we will not be able to renegotiate the terms of the PPAs to take advantage of the increased tariffs. In addition, in the event of increase in operational costs, we do not have the ability to reflect a corresponding increase in our tariffs. Therefore, the prices at which we supply power may have little or no relationship with the costs incurred in generating power, which means that our margins will fluctuate significantly. We also expect to enter into shortterm PPAs, which may create additional variability in our revenues and could expose our business to risks of market fluctuations in demand and price for power. To the extent tariffs are determined by regulators, the price at which we sell power may have little or no relationship to our cost of supplying power. Unless a regulator agrees, we may be limited in our ability to pass on the increased production costs to a customer. In PPAs with government entities, we may also face difficulties in enforcing the payment provisions, as compared to PPAs, that we may have with the private entities. Faced with disputes and counterclaims between transmission companies, electricity boards and generation companies caused by a variety of factors, certain entities have in the past refused to perform their obligations under such payment provisions until such disputes or counterclaims have been fully resolved, which can take a substantial period of time. Any failure by any government entity to fulfil its obligations to us could have an adverse effect on our cash flows, income, business prospects and results of operations. 23. We depend on various contractors or specialist agencies to construct and develop our power projects, some of whom supply sophisticated and complex machinery to us and we are exposed to risks relating to the timing or quality of their services, equipments and supplies. We depend on the availability of skilled third party contractors for the development and construction of our power projects and supply of certain key equipments, including BTG. We do not have direct control over the timing or quality of services, equipment or supplies provided by these contractors. In addition, as a result of increased industrial development in India in recent years, the demand for contractors with specialist design, engineering and project management skills and services has increased manifold, resulting in a shortage of and increasing costs of such contractors. We cannot assure you that such skilled and experienced contractors will continue to be available at reasonable rates in the areas in which we conduct our operations, and we may be exposed to risks relating to the quality of their services, equipment and supplies. In addition, we require the continued support of certain original equipment manufacturers to supply necessary services and parts to maintain our power projects at affordable cost. If we are not able to procure the required services or parts from these manufacturers (for example, as a result of the bankruptcy of the manufacturer), or if the cost of these services or parts exceed the budgeted cost, there may be an adverse effect on our business, financial condition and results of operations. Contractors and suppliers in our business are generally subject to liquidated damage payments for failure to achieve timely completion or performance shortfalls. We may not be able to recover from a contractor or supplier the full amount of losses that may be suffered by us due

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to such failure to achieve timely completion or performance shortfalls. 24. If the development or operation at one or more of our units is disrupted, it could have an adverse effect on our financial condition and results of operations. The development or operation of our power projects may be disrupted for reasons that are beyond our control, including explosions, fires, natural disasters, breakdown, failure or substandard performance of equipment, improper installation or operation of equipment, accidents, operational problems, transmission or transportation interruptions, environmental disasters, and labour disputes. Power generation facilities are also subject to mechanical failure and equipment shutdowns. In such situations, undamaged units may be dependent on or interact with damaged sections or units and, accordingly, may also be rendered inoperative. Although in certain cases manufacturers are required to compensate us for certain equipment failures and defects, such arrangements may not fully compensate us for the damage that we suffer as a result of equipment failures and defects or the penalties under our agreements with our customers. Further, such arrangements do not generally cover indirect losses such as loss of profits or business interruption. If such operational difficulties occur in the future, the ability of our power projects to supply electricity to our customers may be adversely affected. In the event any power generation facility is significantly damaged or forced to shut down for a significant period of time, this would have an adverse effect on our business, financial condition and results of operation. In addition, Gujarat is prone to earthquakes and the occurrence of any earthquake, particularly in or near Mundra could have an adverse effect on our business and results of operations. Moreover, any significant social, political or geological disruption in states of India where we have operations, even on a short term basis, could impair our ability to meet our obligations under the PPAs and other agreements on a timely basis, which could have an adverse effect on our business and results of operations. 25. When our power projects commence operations, our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees. We expect to employ significant number of employees once we commence operations at our power projects. Historically, we have not experienced any disruptions in operations, workstoppages or strikes at any of our projects. In future, there can be no assurance that we will not experience disruptions to our operations due to disputes or other problems with our work force, which may adversely affect our business and results of operations. Furthermore, efforts by labour unions may divert management’s attention and result in increased costs. We may be unable to negotiate acceptable collective bargaining agreements with those who have chosen to be represented by unions, which could lead to union-initiated work stoppages, including strikes, thereby adversely affecting our business and results of operations. We may enter into contracts with independent contractors to complete specified assignments and these contractors are required to source the labour necessary to complete such assignments. Although we do not engage these labourers directly, it is possible under Indian law that we may be held responsible for wage payments to labourers engaged by contractors should the contractors default on wage payments. Any requirement to fund such payments may adversely affect our business, financial condition and results of operations. Furthermore, pursuant to the provisions of the Contract Labour (Regulation and Abolition) Act, 1970, as amended, we may be required to absorb a portion of such contract labourers as our employees. Any such order from a court or any other regulatory authority may adversely affect our business and results of our operations.

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26.

We require a number of approvals, licenses, registrations and permits to develop and operate our business, and the failure to obtain or renew them in a timely manner may adversely affect our operations. We require a number of approvals, licenses, registrations and permits for developing and operating power projects. While we have obtained a number of required approvals for our power projects, certain approvals that we have applied for are currently pending. Additionally, we may need to apply for more approvals, including renewal of approvals which may expire, from time to time, in the ordinary course. For more information, see “Government Approvals” on page 372 of this Draft Red Herring Prospectus. If we fail to obtain any applicable approvals, licenses, registrations and permits in a timely manner, we may not be able to develop our power projects on time, or at all, which could affect our business and results of operations. Furthermore, our government approvals and licenses are subject to numerous conditions, some of which are onerous and require us to incur substantial expenditure. We cannot assure you that the approvals, licenses, registrations and permits issued to us would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to renew the approvals that have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to us, may adversely affect our operations.

27.

Our costs of compliance with environmental laws are expected to be significant, and the failure to comply with existing and new environmental laws could adversely affect our results of operations. Our power projects are subject to national and state environmental laws and regulations, which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations. Environmental regulation of industrial activities in India may become more stringent, and the scope and extent of new environmental regulations, including their effect on our operations, cannot be predicted with any certainty. In case of any change in environmental, or pollution regulations, we may be required to incur significant amounts on, among other things, environmental monitoring, pollution control equipment and emissions management. We expect to generate a considerable amount of ash in some of our power projects. There are limited options for utilizing ash and therefore the demand for ash is currently low. While we continue to explore methods to utilize or dispose of ash, our ash utilization activities may be insufficient to dispose of the ash we expect to generate. We are subject to a Government of India requirement that by 2014, 100.0% of the fly ash produced through our generation activities must be gainfully utilized. Compliance with this requirement, as well as any future norms with respect to ash utilization, may add to our capital expenditures and operating expenses. We could be subject to substantial civil and criminal liability and other regulatory consequences in the event that an environmental hazard was to be found at the site of any of our power stations, or if the operation of any of our power stations results in contamination of the environment. We may be the subject of public interest litigation in India relating to allegations of environmental pollution by our power projects, as well as in some cases having potential criminal and civil liability filed by state pollution control authorities. If such cases are determined against us, there could be an adverse effect on our business and operations.

28.

Activities in the power generation business can be dangerous and can cause injury to people or property in certain circumstances. This could subject us to significant disruptions in our business, legal and regulatory actions, which could adversely affect our business, financial condition and results of operations. The power generation business requires us to work under potentially dangerous circumstances, with highly flammable and explosive materials. Despite compliance with requisite safety

XXIII

requirements and standards, our operations are subject to hazards associated with handling of such dangerous materials. If improperly handled or subjected to unsuitable conditions, these materials could hurt our employees or other persons, cause damage to our properties and properties of others and harm the environment. Due to the nature of these materials, we may be liable for certain costs related to hazardous materials, including cost for health related claims, or removal or treatment of such substances, including claims and litigation from our current or former employees for injuries arising from occupational exposure to materials or other hazards at our power plants. This could subject us to significant disruption in our business, legal and regulatory actions, which could adversely affect our business, financial condition and results of operations. 29. We may not have sufficient insurance coverage to cover all possible economic losses. The occurrence of an event for which we are not adequately or sufficiently insured could have an adverse effect on our business, results of operations, financial condition and cash flows. Operations in our power generation business carry inherent risks of personal injury and loss of life, damage to or destruction of property, plant and equipment and damage to the environment, and are subject to risks such as fire, theft, flood, earthquakes and terrorism. We maintain insurance coverage, in amounts which we believe are commercially appropriate, including insurance against damage, loss of profit and business interruption, marine inland transit and third party liability with respect to certain of our power projects. See “Our Business – Insurance” on page 89 of this Draft Red Herring Prospectus. However, such insurance may not be adequate to cover all losses or liabilities that may arise from our operations, including when the loss suffered is not easily quantifiable and in the event of severe damage to our reputation. Even if we have made a claim under an existing insurance policy, we may not be able to successfully assert our claim for any liability or loss under such insurance policy. Additionally, there may be various other risks and losses for which we are not insured either because such risks are uninsurable or not insurable on commercially acceptable terms. In addition, in the future, we may not be able to maintain insurance of the types or at levels which we deem necessary or adequate or at rates which we consider reasonable. The occurrence of an event for which we are not adequately or sufficiently insured or the successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business, reputation, results of operations, financial condition and cash flows. 30. The construction and operation of our power projects or mines may face significant opposition from local communities and other parties, which may adversely affect our results of operations and financial condition. The construction and operation of power projects and mines may face opposition from the local communities where these power projects are located and from special interest groups. In particular, local community, the forest authorities and other authorities may oppose mining operations due to the perceived negative impact mining may have on the environment. Significant opposition by local communities, non-governmental organizations and other parties to the construction of our power projects may adversely affect our results of operations and financial condition. In the future, as our mining activity increases and we start to infringe on local habitations, we may have to resettle the local inhabitants. We may have to incur significant expenditure on any such resettlement, which may adversely affect our financial condition and result of operations 31. Our net income would decrease if we are unable to avail certain tax benefits in the future. In accordance with and subject to the condition specified in Section 80 IA of' the Income Tax Act, 1961, we would be entitled to deduction of 100.0% of profits derived from the generation, distribution or transmission of power for any 10 consecutive assessment years out of 15 years beginning from the year in which the undertaking generated power or commences transmission or distribution of power before March 31, 2010. We may not be eligible to receive the tax benefits for power projects that are commissioned after the designated date.

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We are developing Mundra Phase I and II Power Project and Mundra Phase III Power Project in a sector-specific special economic zone (“SEZ”) which will entitle us to benefits in terms of exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the project. In addition, we have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce and Industry, Government of India has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. For details of the tax benefits available to us, see the section “Statement of Tax Benefits” on page 46 of this Draft Red Herring Prospectus. The Government of India may discontinue the tax benefits availed by us which may affect our business, results of operations and financial condition. We have applied to the Ministry of Power for grant of mega power project status for our Tiroda power project. While estimating the costs of Tiroda power project, we have assumed that we will be entitled to the income tax, customs duty and excise duty exemptions. If our Tiroda power project does not qualify for these exemptions, the costs of Tiroda Power Project will be higher than the estimates and we would have to seek additional funds to complete construction of the power project and completion of the power project may be delayed. 32. We have entered into certain related party transactions and continue to rely on our Promoter and Promoter Group companies for certain key development and support activities and guarantees. We have entered and may continue to enter into a number of related party transactions with our Promoters, Promoter Group entities, associates and enterprises controlled by key management personnel. Further, our power projects will depend upon the services of our Promoters and our Promoter Group with respect to coal supply, development and support, including the identification, negotiation and conclusion of the various facilities, agreements, access and support infrastructure for our power projects. Particularly, we have entered into coal supply agreements with AEL for our Mundra Phase I and II Power Project, Mundra Phase III Power Project and Mundra Phase IV Power Project. In case AEL is unable to fulfil its obligations under the terms of the coal supply agreements, our ability to renegotiate the terms of such agreements or seek remedy may be limited as AEL will continue to be our largest shareholder after the Issue. In the fiscal year ended March 31, 2008 and nine months ended December 31, 2008, we entered into related party transactions for an aggregate amount of Rs. 9,769.65 million and Rs. 1,547.92 million, respectively. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Related Party Transactions” on pages 307 and 229 of this Draft Red Herring Prospectus, respectively. While we believe that all our related party transactions have been conducted on an arm’s length basis, we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business, prospects, results of operations and financial condition, including because of potential conflicts of interest or otherwise. 33. Changes in technology may affect our business by making our equipment or power projects less competitive or obsolete. Our future success will depend in part on our ability to respond to technological advances and emerging power generation industry standards and practices on a cost-effective and timely basis. Changes in technology and high fuel costs of thermal power projects may make newer generation power projects or equipment more competitive than ours or may require us to make additional capital expenditures to upgrade our facilities. In addition, there are other technologies that can produce electricity, most notably fuel cells, micro turbines, windmills and photovoltaic (solar) cells. If we are unable, to adapt in a timely manner to changing market conditions, customer requirements or technological changes, our business, financial performance and the trading price of our Equity Shares could be adversely affected.

XXV

34.

Our success will depend on our ability to attract and retain our key personnel. If we are unable to do so, it would adversely affect our business and results of operations. Our future success substantially depends on the continued service and performance of the members of our senior management team and other key personnel in our business for project implementation, management and running of our daily operations, and the planning and execution of our business strategy. There is intense competition for experienced senior management and other key personnel with technical and industry expertise in the power business and if we lose the services of any of these or other key individuals and are unable to find suitable replacements in a timely manner, our ability to realize our strategic objectives could be impaired. We do not own key man insurance and the loss of key members of our senior management or other key team members, particularly to competitors, could have an adverse effect on our business and results of operations. Our performance also depends on our ability to attract and train highly skilled personnel. If we are unable to do so, it would adversely affect our business and results of operations. We are also subject to laws and regulations governing relationships with employees, in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and terminating of employees and work permits. Shortage of skilled personnel or work stoppages caused by disagreements with employees could have an adverse effect on our business, and results of operations.

35.

Our Promoters may have a conflict of interest as some of our Promoter Group companies operate in related areas of business. In case of any conflict, our Promoters may favour the interest of our Promoter Group companies over us. Some of our Promoter Group companies are in related businesses and we have had, and will continue to have, business transactions with such companies. There are no non-competition agreements in place between other Promoter Group companies and us. Other Promoter Group companies may develop power generation projects in the future that may compete with us. There may be conflicts of interest between the Promoter Group companies and us in bidding for new projects, supply of fuel and in selling power from projects that are operated by us and by other members of the Adani Group. In case of any conflict, our Promoters may favour the interest of our Promoter Group companies over us. Our individual Promoters also hold key managerial roles in most of these Promoter Group companies which may require their time and efforts. Therefore our individual Promoters may not be able to devote their full time and attention on their managerial duties in relation to us. For further information on Promoter Group companies, please refer to “Our Promoters” and “Our Promoter Group” on pages 155 and 160, respectively, of this Draft Red Herring Prospectus.

36.

Our Promoters will continue to retain majority shareholding in us after the Issue, which will allow them to exercise significant influence over us. We cannot assure you that our Promoters will always act in the Company’s or your best interest. The substantial majority of the issued and outstanding Equity Shares are currently beneficially owned by our Promoters, including AEL. Upon completion of the Issue, our Promoters and Promoter Group will own 1,602,318,997 Equity Shares, or 73.50% of our post-Issue Equity Share capital. Accordingly, our Promoters will continue to exercise significant influence over our business policies and affairs and all matters requiring shareholders’ approval, including the composition of our Board of Directors, the adoption of amendments to our certificate of incorporation, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends, lending, investments and capital expenditures. This concentration of ownership also may delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of these stockholders. The interests of the Promoter Group as the Company’s controlling shareholder could conflict with the Company’s interests or the interests of its other shareholders. We cannot assure you that the Promoter Group will act to resolve any conflicts of interest in the Company’s or your favour.

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37.

We have issued Equity Shares to AEL and a private equity investor during the last year at a price that may be below the Issue Price. In the last one year, we have issued Equity Shares to AEL, Grow Power Trust, 3i Power Investments A1 Limited and Ventura Power at a price that may be lower than the Issue Price: Date of allotment April 25, 2008 April 25, 2008 Number of Equity Shares 350,800,000 32,059,002 Face Value (Rs.) 10 10 Issue Price (Rs.) 10 46.78 Consideration Cash Cash Reason for Allotment Preferential allotment to AEL Preferential allotment to 3i Power Investments A1 Limited by way of conversion of 1,500,000,000 Cumulative Compulsorily Convertible Participatory Preference Shares Preferential allotment to Grow Power Trust Ventura Power Venture Power

April 25, 2008 March 31, 2009 April 3, 2009 38.

49,200,000 70,520,033 358,964

10 10 10

10 70 70

Cash Cash Cash

Our management will have significant flexibility in temporarily investing the Net Proceeds of the Issue. We intend to use the Net Proceeds of the Issue for the capital expenditures described in the section titled “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus. Pending utilization of the Net Proceeds of the Issue, we intend to temporarily invest such Net Proceeds of the Issue as stated under “Objects of the Issue” – Interim Use of Proceeds”, for which we, in accordance with the polices established by the Board, will have significant flexibility. Our management may also determine that it is appropriate to revise our estimated project costs, fund requirements and deployment schedule owing to factors such as geological assessments, exchange or interest rate fluctuations, changes in design or configuration of the power project, any rehabilitation and other preoperative expenses and other external factors which may not be within the control of our management but may affect the use of Net Proceeds.

39.

Future sales of Equity Shares by our Promoters and other significant shareholders may adversely affect the market price of our Equity Shares. After the completion of the Issue, our Promoters and Promoter Group will own, directly and indirectly, approximately 73.50% of our outstanding Equity Shares. Sales of a large number of our Equity Shares by our Promoters or other shareholders and subject to certain restrictions, could adversely affect the market price of our Equity Shares. In addition, 3i Power Investments A1 Limited (“3i”) will own, after completion of the Issue, 6.95% of our outstanding Equity Shares and subject to certain restrictions, will be free to sell these Equity Shares after one year from the date of the Issue. Similarly, the perception that any such primary or secondary sale may occur could adversely affect the market price of our Equity Shares.

XXVII

40.

Some of our Promoter Group Companies have incurred losses and/or have had negative net worth in the last 3 years. Some of our Subsidiaries have had negative net worth during the last three years (as per their stand-alone financial statements), as set forth below: (In Rs. Million) Sr. No. 1. 2. Name of the Subsidiary Fiscal 2008 Adani Power Maharashtra Limited Adani Power Dahej Limited (20.40) (3.01) Networth Fiscal 2007 Fiscal 2006 -

Some of our Promoter Group companies have incurred losses or have had negative net worth during the last three years (as per their stand alone financial statements financial statements), as set forth in table below: (a). Sr. No. 1. 2. 3. 4. 5. Loss-making Promoter Group companies: Name of the Promoter Group Companies (In Rs. million, unless otherwise stated) Profit/ (Loss) After Tax Fiscal 2008 (1.44) (175.60) 164.55 (0.76) (103.28) (0.67) (26.84) 0.68 (36.30) 24.20 0.01 0.02 0.00 0.08 (0.01) 6.40 (0.01)* (0.09) 0.23 (0.40) (0.01) (0.01) Fiscal 2007 (0.07) 0.00 210.97 (1.35) 286.12 (0.03) 0.39 (2.46) (192.10) 49.80 (0.01) (0.05) 0.00 0.04 (0.90) 1.20 6.86 0.00 Fiscal 2006 (0.11) 0.00 (107.13) (0.28) 0.53 0.00 (3.35) (1.03) (2.90) 0.00 0.66 (0.01) (0.03) 0.03 (1.40) 0.07 -

Aaloka Real Estate Private Limited Adani Agri Fresh Limited Adani Agro Private Limited Adani Developers Private Limited Adani Infrastructure Services Private Limited 6. Adani Land Developers Private Limited 7. Adani Logistics Limited 8. Adani Properties Private Limited 9. Adani Retails Private Limited 10. Adani Virginia, Inc. 11. B2B India Private Limited 12. Columbia Chrome (India) Private Limited 13. Miraj Impex Private Limited 14. Panchdhara Agro Farms private Limited 15. Pride Trade and Investment Private Limited 16. PT Adani Global Indonesia 17. Radiant Trade and Investment Private Limited 18. Shantigram Estate Management Private Limited 19. Shantikrupa Estates Private Limited 20. Swayam Realtors and Traders Private Limited 21. Trident Trade and Investment Private Limited 22. Ventura Trade and Investment Private Limited * In USD million.

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(b).

Promoter Group companies with negative net worth

For details of the Promoter Group companies with negative net worth during last three fiscal years, please see Promoter Group companies with negative Net Asset Value (per share) in the section “Our Promoter Group” on page 160 of this Draft Red Herring Prospectus. 41. There are outstanding litigations against us, our subsidiaries, our Directors, our Promoters and our Promoter Group companies, which if determined adversely, could affect our operations. We are defendants in legal proceedings incidental to our business and operations. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. The amounts claimed in these proceedings have been disclosed to the extent ascertainable, excluding contingent liabilities and include amounts claimed jointly and severally from us and other parties. Should any new developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities. Litigation against the Company Sr. No. 1. Nature of the litigation Civil No. of outstanding litigations 20 Aggregate approximate amount involved (in Rs. million) -

Litigation against the Directors Sr. No. 1. 2. Name of the Director Gautam Adani Rajesh Adani Nature of the litigation No. of outstanding litigations 1 2 3 2 Aggregate approximate amount involved (in Rs. million) 1.2 26.08 20.08

S. Civil Customs * S. Customs* FEMA/FERA

*Including show-cause notices.

Litigation against the Promoters Sr. No. 1. Name of the Promoter Adani Enterprises Limited Nature of the litigation Civil Customs* FEMA/FERA Securities No. of outstanding Aggregate approximate litigations amount involved (in Rs. million) 1 19 137.86 3 55.1 1 0.06

*Including show-cause notices.

Litigation against the Promoter Group Sr. No. 1. 2. 3. Name of the Promoter Group entity Adani Agri Fresh Limited Adani Energy Limited Adani Wilmar Limited Karnavati Aviation Nature of the litigation Sales Tax and VAT Arbitration Cenvat* Customs/ Sales Tax/ Service Tax/ Cenvat* Civil Customs* No. of outstanding litigations Aggregate approximate amount involved (in Rs. million) 1 81.19 4,000 122.56 250.60 0.66 146.72

1 3 13 2 1

4.

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Sr. No. 5.

Name of the Promoter Group entity Private Limited Mundra Port and Special Economic Zone Limited

Nature of the litigation Customs/ Cenvat* Civil Arbitration

No. of outstanding litigations 64 29 2

Aggregate approximate amount involved (in Rs. million) 468.37 77.22 93.4 and USD 2.36 million

*Including show-cause notices.

Also, our Promoters and Promoter Group have from time to time initiated legal proceedings relating to their business and operations. For further details of outstanding litigation against us, our Directors, our Promoters and our Promoter Group, see “Outstanding Litigation and Material Developments” on page 339 of this Draft Red Herring Prospectus. 42. Contingent Liabilities which have not been provided for could adversely affect our financial conditions. The following table provides our contingent liabilities as of the dates indicated: (In Rs. Million) Particulars As of As of March December 31, 31, 2008 2008 Estimated amount of contracts remaining to be 204,938.54 162,228.52 executed in connection with the Mundra power projects and not provided for Guarantees issued by banks 4,518.00 3,140.00 Letter of credit facilities 6,960.31 4,944.20 Bonds provided to the Government of India in 22,867.18 22,250.00 connection with the SEZ developer status Total 239,284.03 192,562.72 If any or all of these contingent liabilities materialize, it could have an adverse effect on our business, financial condition and results of operation. 43. We have experienced negative cash flows in prior periods. Any negative cash flows in the future would adversely affect our results of operations and financial condition. For the fiscal year ended March 31, 2008 and the nine months ended December 31, 2008, we had a negative cash flow from investing activities of Rs. 32,106.71 million and Rs. 19,378.00 million, respectively. Moreover, since we have not commenced operations, we have no cash flows from operating activities for the fiscal years ended March 31, 2008 and the nine months ended December 31, 2008. Any negative cash flows in the future could adversely affect our results of operations and financial condition. 44. Our financial results may be subject to seasonal variations and inclement weather could adversely affect our business and results of operations. Our revenues and results may be affected by seasonal factors. For example, inclement weather, including during monsoon season, may delay or disrupt development of our power projects undergoing construction at such times. Further, some of our power consumers may be engaged in businesses which are seasonal in nature and a downturn in demand for power by such consumers could reduce our revenue during such periods. 45. We do not own the trademark and logo appearing on the cover page of this Draft Red Herring Prospectus. The Adani trademark (“Adani Trademark”) and the Adani logo (the “Adani Logo”) appearing on the cover page of this Draft Red Herring Prospectus are not owned by us. The Adani

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Foundation has filed an application for the registration of the Adani Trademark. We believe that the Adani Trademark and the Adani Logo are important for our business. We cannot assure you that we will be able to obtain license to use the Adani Trademark and the Adani Logo, when registered, from the Adani Foundation on commercially acceptable terms, or at all. Infringement of the Adani Trademark and the Adani Logo, for which we may not have any immediate recourse, may adversely affect our ability to conduct our business, as well as affect our reputation, and consequently, our results of operations Risk Related to India 46. We face significant competition as a result of deregulation in the Indian power sector. We cannot assure you that we will be able to compete effectively, and our failure to do so could result in an adverse effect on our business prospects, financial condition and results of operations. We operate in an increasingly competitive environment. This is particularly the case because of the deregulation of the Indian power sector and increased private sector investment. The Electricity Act of 2003 removed certain licensing requirements for thermal power generation companies, provides for open access to transmission and distribution networks and also facilitated additional capacity generation through captive power projects. These reforms provide opportunities for increased private sector participation in power generation. Specifically, the open access reform enables private power generators to sell power directly to distribution companies and, ultimately to the end consumers, enhancing the financial viability of private investment in power generation. As a result, we may have to compete with other Indian and international power companies. We may also compete with central and state power utilities. Competitive bidding for power procurement further increases the competition among the power generators. Our competitors may have greater resources than we do and may be able to achieve better economies of scale, allowing them to bid at more competitive rates. We may face the pressure of decreased margins due to such competition. We cannot assure you that we will be able to compete effectively, and our failure to do so could result in an adverse effect on our business prospects, financial condition and results of operations. 47. Depreciation of the Rupee against foreign currencies may have an adverse effect on our results of operations. While a substantial portion of our revenues will be denominated in Rupees, we expect to incur substantial indebtedness denominated in foreign currencies to finance the development of power projects. We have entered into certain EPC contracts for our project development, the payments under these contracts are denominated in foreign currencies. In addition, our coal supply agreements with AEL are denominated in US dollars. Accordingly, any depreciation of the Rupee against these currencies will increase the Rupee cost to us of servicing and repaying our foreign currency payables. If we are unable to recover the costs of foreign exchange variations through our tariffs, depreciation of the Rupee against foreign currencies may adversely affect our results of operations and financial condition. 48. Political, economic and social developments in India could adversely affect our business. The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Our business, and the market price and liquidity of our Equity Shares, may be affected by changes in the Government’s policies, including taxation. Social, political, economic or other developments in or affecting India, acts of war and acts of terrorism could also adversely affect our business. Since 1991, successive governments have pursued policies of economic liberalization and financial sector reforms. However, there can be no assurance that such policies will be continued and any significant change in the Government’s policies in the future could affect business and economic conditions in India in general and could also affect our business and industry in particular. In addition, any political instability in India or geo political stability affecting India will adversely affect the Indian economy and the Indian securities markets in general, which could also affect the trading price of our Equity Shares.

XXXI

Our performance and the growth of our business are necessarily dependant on the performance of the overall Indian economy. India’s economy could be adversely affected by a general rise in interest rates, currency exchange rates, adverse conditions affecting agriculture, commodity and electricity prices or various other factors. Further, conditions outside India, such as slowdowns in the economic growth of other countries could have an impact on the growth of the Indian economy, and government policy may change in response to such conditions. The Government of India has recently revised its growth projection for fiscal year 2009. A slowdown in the Indian economy could adversely affect our business, including our ability to implement our strategy and increase our participation in the power sector. 49. Financial instability in Indian financial markets could adversely affect our results of operations and financial condition. The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries, particularly in Asian emerging market countries. Financial turmoil in Asia, the United States of America, Europe and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of other markets may increase volatility in Indian financial markets and, indirectly, in the Indian economy in general. 50. The extent and reliability of Indian infrastructure could adversely effect our results of operations and financial condition. India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption in its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt our normal business activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies, and add costs to doing business in India. These problems could interrupt our business operations, which could have an adverse effect on our results of operations and financial condition. 51. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources for our power projects under development and hence could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without onerous conditions, or at all. The limitations on foreign debt may have an adverse effect on our business growth, financial condition and results of operations. 52. Government regulation of foreign ownership of Indian securities may have an adverse effect on the price of the Equity Shares. Foreign ownership of Indian securities is subject to Government regulation. Under foreign exchange regulations currently in effect in India, the RBI must approve the sale of the Equity Shares from a non-resident of India to a resident of India if the sale does not meet the requirements of a RBI Circular dated October 4, 2004. The RBI must approve the conversion of the Rupee proceeds from any such sale into foreign currency and repatriation of that foreign currency from India unless the sale is made on a stock exchange in India through a stock broker at the market price. As provided in the foreign exchange controls currently in effect in India, the RBI will approve the price at which the Equity Shares are transferred based on a specified formula, and a higher price per share may not be permitted. The approval from the RBI or any other government agency may not be obtained on terms favourable to a nonresident investor in a timely manner or at all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from realizing gains during periods of price increases or limiting losses during periods of price declines.

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53.

Acts of violence could adversely affect the financial markets, result in a loss of customer confidence and adversely affect our business, results of operations, financial condition and cash flows. Certain events that are beyond our control, including terrorist attacks and other acts of violence or war, which may adversely affect worldwide financial markets and potentially lead to economic recession, could adversely affect our business, results of operations, financial condition and cash flows. Additionally, any of these events could lower confidence in India’s economy. Southern Asia has, from time to time, experienced instances of civil unrest and political tensions and hostilities among neighbouring countries. Political tensions could create a perception that there is a risk of disruption of operations, which could have an adverse effect on the market for our services.

54.

Natural calamities could have a negative effect on the Indian economy and cause our business to suffer. India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their effect on the Indian economy. For example, as a result of drought conditions in the country during fiscal 2003, the agricultural sector recorded negative growth for that period. The erratic progress of the monsoon in 2004 affected sowing operations for certain crops. Further prolonged spells of below normal rainfall or other natural calamities could have a negative effect on the Indian economy, adversely affecting our business and the price of our Equity Shares.

55.

Any downgrading of India’s debt rating by a domestic or international rating agency could adversely affect our business. Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating agencies may adversely affect our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could harm our business and financial performance, ability to obtain financing for capital expenditures and the price of our Equity Shares.

Risk Related to this Issue 56. The price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Issue Price, or at all. Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market on the Indian Stock Exchanges may not develop or be sustained after the Issue. The Issue Price of the Equity Shares may bear no relationship to the market price of the Equity Shares after the Issue. The market price of the Equity Shares after the Issue may be subject to significant fluctuations in response to, among other factors, variations in our operating results, market conditions specific to the power sector in India, developments relating to India and volatility in the BSE and the NSE and securities markets elsewhere in the world. 57. There is no guarantee that the Equity Shares will be listed on the BSE and the NSE in a timely manner or at all, and any trading closures at the BSE and the NSE may adversely affect the trading price of our Equity Shares. In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted until after those Equity Shares have been issued and allotted. Approval requires all other relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on the BSE and the NSE. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares. The regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some cases significantly, from those in Europe and the U.S. The BSE and the NSE have in the past experienced problems, including temporary

XXXIII

exchange closures, broker defaults, settlements delays and strikes by brokerage firm employees, which, if continuing or recurring, could affect the market price and liquidity of the securities of Indian companies, including the Equity Shares, in both domestic and international markets. A closure of, or trading stoppage on, either of the BSE and the NSE could adversely affect the trading price of the Equity Shares. 58. Additional issuances of equity may dilute your holdings. Purchasers of our Equity Shares will experience an immediate dilution in net tangible book value per share from the initial public offering price per Equity Share. After giving effect to the issuance of 337,700,000 Equity Shares in this Issue, and following the deduction of estimated offering expenses payable by us and the application of the Net Proceeds of the Issue, our pro forma as adjusted net tangible book value as of December 31, 2008, would have been Rs. [●] million, or Rs. [●] per share of common stock. This represents an immediate dilution in pro forma net tangible book value of Rs. [●] per Equity Share to new investors purchasing Equity Shares in this Issue. Substantial future sales of our Equity Shares in the public market could cause our share price to fall. Upon consummation of this Issue, we will have 2,180,035,200 Equity Shares outstanding. Of these Equity Shares, [●] Equity Shares will be freely tradable without restriction in the public market, unless purchased by our affiliates. Upon completion of this Issue, our existing shareholders will beneficially own [●] Equity Shares, which will represent approximately [●]% of our outstanding Equity Share capital. The holders of approximately [●] Equity Shares, representing approximately [●]% of our post-Issue outstanding Equity Share capital, will be entitled to dispose of their Equity Shares following the expiration of a one-year statutory “lock-up” period. Any future equity issuances by us, including in a primary offering or pursuant to a preferential allotment or issuances of stock options under employee stock option plans, or any perception by investors that such issuances or sales might occur may lead to the dilution of investor shareholding in our Company or affect the trading price of the Equity Shares and could affect our ability to raise capital through an offering of our securities. 59. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. Subsequent to listing, we will be subject to a daily circuit breaker imposed on listed companies by all stock exchanges in India which does not allow transactions beyond certain volatility in the price of the Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on our circuit breaker is set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges are not required to inform us of the percentage limit of the circuit breaker from time to time, and may change it without our knowledge. This circuit breaker would effectively limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares.

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60.

Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. The Indian securities markets are smaller than securities markets in more developed economies. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. The Indian stock exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges, and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected.

61.

You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares you purchase in the Issue until the Issue receives the appropriate trading approvals. Our Equity Shares will be listed on the NSE and the BSE. Pursuant to Indian regulations, certain actions must be completed before the Equity Shares can be listed and trading may commence. Investors' book entry, or "demat", accounts with depository participants in India are expected to be credited within two working days of the date on which the basis of allotment is approved by NSE and the BSE. Thereafter, upon receipt of final approval from the NSE and the BSE, trading in the Equity Shares is expected to commence within seven working days of the date on which the basis of allotment is approved by the Designated Stock Exchange. We cannot assure you that the Equity Shares will be credited to investors' demat accounts, or that trading in the Equity Shares will commence, within the time periods specified above. Any delay in obtaining the approvals would restrict your ability to dispose of your Equity Shares.

62.

Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in our financing arrangements. We and our subsidiaries develop and operate power projects. We and our subsidiaries currently have no operating history. Our future ability to pay dividends will also depend on the earnings, financial condition and capital requirements of our Subsidiaries and the dividends they distribute to us. Dividend distributed by our Subsidiaries will attract dividend distribution tax at rates applicable from time to time. We cannot assure you that we will receive dividends from our subsidiaries sufficient to cover our operating expenses and pay dividends to our shareholders, or at all. Our business is capital intensive and we may plan to make additional capital expenditures to complete the power projects that we are developing. Our ability to pay dividends is also restricted under certain financing arrangements that we have entered into and expect to enter into. We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend on our capital requirements and financing arrangements for the power projects, financial condition and results of operations.

Notes to Risk Factors: 1. Public issue of 337,700,000 Equity Shares of Rs. 10 each of our Company for cash at a price of Rs. [●] per Equity Share aggregating. The Issue includes a reservation of up to 8,000,000 Equity Shares of Rs. [●] each for the Eligible Employees. The Issue and the Net Issue will constitute [●]% and [●]%, respectively, of the post-Issue paid up capital of our Company. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available for allocation on

2.

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a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above Issue price. If at least 60% of the Net Issue cannot be allocated to QIB Bidders, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to [●] Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid bids being received at or above the Issue Price. 3. Our Company was incorporated as Adani Power Limited on August 22, 1996 and obtained certificate of commencement on September 4, 1996. Our Company became a private limited company on June 3, 2002 and the name of our Company was subsequently changed to Adani Power Private Limited. The RoC issued a fresh certificate of incorporation on June 3, 2002. Our Company was, thereafter, converted into a public limited company on April 12, 2007 and the name of our Company was changed to Adani Power Limited. Further, upon ceasing to be a private limited company, the word “private” was deleted through a special resolution at the EGM of our Company held on March 28, 2007. The fresh certificate of incorporation consequent on change of name was granted by the RoC to our Company on April 12, 2007. The net worth of our Company as of December 31, 2008 and as of March 31, 2008 was Rs. 19,544.08 million and Rs. 14,338.81 million, respectively, based on the restated consolidated financial statements of our Company under Indian GAAP. The net asset value per Equity Share of Rs. 10 each, as of December 31, 2008 and March 31, 2008 was Rs. 10.07 and Rs. 22.57, respectively, based on the restated unconsolidated financial statements of our Company under Indian GAAP. The average cost of acquisition of or subscription to Equity Shares by our Promoters and is set forth in the table below: Name of the Promoter Adani Enterprises Limited Mr. Gautam S. Adani Mr. Rajesh S. Adani No. of Equity Shares held Average price per share (in Rs.) 5.56 1,531,440,000 Nil Nil

4.

5.

6.

The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking the average of the amount paid by them to acquire the Equity Shares issued by us. 7. The Promoters, Promoter Group and Directors of the Company have not undertaken any transactions in the Equity Shares of the Company during a period of six months preceding the date of this Draft Red Herring Prospectus. Mr. Vinod S. Shah acquired Ventura Power on April 8, 2009, pursuant to which Ventura Power has become our Promoter Group company. Ventura Power had undertaken the following transactions of Equity Shares in the last six months: Name of the Promoter Group company Ventura Power Ventura Power 8. Date of Allotment of Equity Shares March 31, 2009 April 3, 2009 No. of Equity Shares 70,520,033 358,964 Issue Price (In Rs.) 70 70 Nature of payment Cash Cash

Except as disclosed in “Capital Structure” on page 24 of this Draft Red Herring Prospectus, the Company has not issued any Equity Shares for consideration other than cash.

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9.

The Company has entered into certain related party transactions as disclosed in the section titled “Related Party Transactions” on page 229 of this Draft Red Herring Prospectus. Our Company has entered into related party transactions for an aggregate amount of Rs. 9,769.65 million and Rs. 1,547.92 million, for the fiscal year ended March 31, 2008 and nine months ended December 31, 2008, respectively. Except as disclosed in “Our Management”, Our Promoters” and “Our Promoter Group” on pages 143, 155 and 160 of this Draft Red Herring Prospectus, none of our Promoters, our Directors and our key managerial employees have any interest in our Company except to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, member, partner and/or trustee and to the extent of the benefits arising out of such shareholding. Except as disclosed in risk factor no. 37, the Company has not issued Equity Shares at a price which may be less than the Issue Price during the last one year. Our Company has not made any loans or advances to any person or company in which our Directors are interested, except as disclosed in the section titled “Related Party Transactions” and “Financial Statements” beginning on pages 229 and 237, respectively, of this Draft Red Herring Prospectus. Our Company has entered into related party transactions for an aggregate amount of Rs. 9,769.65 million and Rs. 1,547.92 million, for the fiscal year ended March 31, 2008 and nine months ended December 31, 2008, respectively. In case of oversubscription in the Issue, allotment would be made on a proportionate basis to Qualified Institutional Bidders, Non–Institutional Bidders, Retail Individual Bidders and Eligible Employees. For details refer to the section titled “Issue Procedure – Other Instructions – Basis of Allotment” on page 416 of this Draft Red Herring Prospectus. Under-subscription, if any, in the Non-Institutional Portion and the Retail Individual Portion would be met with spill over from other categories at the sole discretion of our Company, in consultation with the BRLM. Up to 8,000,000 Equity Shares i.e. 0.37% of our post Issue equity share capital have been reserved for Employees (Employee Reservation Portion) on a competitive basis. Any under subscription under the Employee Reservation Portion would be added to the various categories under the Net Issue at the sole discretion of our Company in consultation with the BRLM. Any clarification or information shall be made available by the BRLM and us to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever. Investors may contact the BRLM for any complaints, information or clarifications pertaining to the Issue. Before making an investment decision in respect of the Issue, investors are advised to refer to “Basis for Issue Price” on page 43 of this Draft Red Herring Prospectus. Trading in Equity Shares for all investors shall be in dematerialized form only.

10.

11. 12.

13.

14.

15.

16.

17. 18. 19.

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SUMMARY OF BUSINESS Overview We are a power project development company, which is developing, and will operate and maintain, power projects in India. We have four thermal power projects under various stages of development, with a combined installed capacity of 6,600 MW. In addition, we are also planning to develop two power projects with a combined installed capacity of 3,300 MW. We intend to sell the power generated from these projects under a combination of long-term power purchase agreements to industrial and state-owned consumers and on merchant basis. We are part of the Adani Group, a leading business group in India. Adani Enterprise Limited (“AEL”), our Promoter, is the flagship company of the Adani Group, with total revenues of Rs. 196,097.10 million for the fiscal year 2008. We believe AEL was one of the largest traders of coal in India for the three years period ended March 31, 2008, with coal mining rights both in the international and domestic markets, and according to Central Electricity Regulatory Commission, for the three years period ended March 31, 2008, AEL was one of the largest power traders, by volume, in India. With the commissioning of our power projects, the Adani Group will be vertically integrated in power sector value chain through presence in related activities such as coal mining, coal trading, shipping, power generation, power transmission and power trading. Another Adani Group company, Mundra Port and Special Economic Zone Limited (“MPSEZL”), owns and operates one of the largest private sector commercial ports in India and a Special Economic Zone (“SEZ”) at Mundra, leading to strong synergies with our projects being set up in close vicinity. In addition, the Adani Group also has operations in other industries, including commodities trading, real estate development, agro processing and logistics. We expect that we will benefit from Adani Group’s strategy of vertical integration, which gives us greater control over various activities of power generation and trading. Our Power Projects We currently have four thermal power projects under various stages of development: • Mundra Phase I and II Power Project will have four sub-critical generation units of 330 MW each, with combined capacity of 1,320 MW. The boiler, turbine and generator (“BTG”) package for Mundra I and II was awarded to Sichuan Machinery and Equipment Import and Export Company Limited and Kowa Company Limited, respectively. We currently expect that the first 330 MW unit of Mundra Phase I and II Power Project will be commissioned by June 2009, and that the power project will be fully commissioned by February 2010. Mundra Phase III Power Project will have two super-critical generation units of 660 MW each, with combined capacity of 1,320 MW. The engineering, procurement and construction (“EPC”) contract for Mundra III was awarded to SEPCO-III Electric Power Construction Corporation and Shandong Tiejun Electric Power Engineering Company Limited. We currently expect that the first 660 MW unit of Mundra Phase III Power Project will be commissioned by January 2011, and that the power project will be fully commissioned by June 2011. Mundra Phase IV Power Project will have three super-critical generation units of 660 MW each, with combined capacity of 1,980 MW. The EPC contract for Mundra IV was awarded to SEPCO-III Electric Power Construction Corporation and Shandong Tiejun Electric Power Engineering Company Limited. We currently expect that the first 660 MW unit of Mundra Phase IV Power Project will be commissioned by August 2011, and that the power project will be fully commissioned by April 2012. Tiroda Power Project will have three super-critical generation units of 660 MW each, with combined capacity of 1,980 MW. The BTG package for Tiroda was awarded to Sichuan Machinery and Equipment Import and Export Company Limited. We currently expect that the first 660 MW unit of Tiroda Power Project will be commissioned by July 2011, and that the power project will be fully commissioned by April 2012.

1

We are also planning to develop two thermal power projects at Dahej and Kawai with a combined installed capacity of 3,300 MW. Power projects set up under the SEZ policy and the Mega Power Project policy are eligible for certain tax and other benefits. For further details, see “Statement of Tax Benefits” on page 46 of this Draft Red Herring Prospectus. Our Mundra Phase I and II Power Project and Mundra Phase III Power Project are currently being developed as sector-specific SEZs and we have applied for a sector-specific SEZ approval for the Mundra Phase IV Power Project. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sector- specific power sector SEZ being developed by us ("Combined SEZ"). We have applied to the Government of India to act as a codeveloper for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce and Industry, Government of India (“Ministry of Commerce”) has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. We have applied for an approval to develop the power project located at Tiroda under the Mega Power Project policy of the Government of India. We intend to capitalize on the emerging opportunities in the Indian power generation sector, which are being driven by the current and expected demand and supply imbalance in India. Notwithstanding various policy initiatives within India to diversify fuel mix, with the limited reserve potentiality of petroleum and natural gas, eco-conservation, restrictions on hydroelectric power projects, and the geopolitical perception of nuclear power, we believe that it is likely that coal will continue to be the primary generator of energy in India. The following chart outlines the corporate organizational structure of our power projects under development or planning: Adani Power Limited Mundra Power Projects 4,620 MW

76.64% Adani Power Maharashtra Limited Tiroda Power Project 1,980 MW

100.0% Adani Power Dahej Limited Dahej Power Project 1,980 MW

100.0% Adani Power Rajasthan Limited Kawai Power Project 1,320 MW

Projects under development Our Competitive Strengths

Planned projects

We believe that we are well positioned to benefit from the growth opportunities in the Indian power sector due to the following competitive strengths: We expect to benefit from the strong linkages of the Adani Group in the power sector through presence in coal mining, coal trading, shipping and power trading We are part of the Adani Group, which seeks to be vertically integrated in the Indian power sector. As illustrated below, the Adani Group has active operations in coal mining, coal trading, shipping and

2

power trading, and has ventured into power generation and power transmission through projects being set up by our Company.

Coal Mining

Coal Trading

Shipping

Power Generation

Power Transmission

Power Trading

• •

Exclusive mining contracts in Indonesia Mining blocks in India

One of the largest trader of coal in India importing 10.2 MMT during FY 2008

Two capsize vessels ordered and to be delivered by 2010

Four projects • under development for 6,600 MW; two projects under planning for 3,300 MW

Transmission lines being constructed to evacuate power generated at our power projects

One of the largest power trader in India for FY 2008, 1.32 billion units traded

The Adani Group has coal mining rights in both the international and domestic markets. PT Adani Global, a wholly owned subsidiary of AEL, has entered into agreements with holders of long-term exploitation licenses to exclusively mine coal in Bunyu island, Indonesia. In addition, we have also been allocated two coal blocks in India to mine coal for our Tiroda Power Project. The Standing Linkage Committee, Ministry of Coal has also recommended coal linkages for generating up to 1,366 MW and 1,180 MW of power from Mundra Phase IV Power Project and Tiroda Power Project, respectively. Adani Shipping Pte Limited, Singapore, a wholly owned subsidiary of AEL, has entered into a contract for the purchase of two newly-built capesize vessels with expected delivery by December 2010 for transportation of coal from the Indonesian coal mines operated by AEL. AEL was also one of the largest power traders, by volume, in India for the three years period ended March 31, 2008. To further integrate the Adani Group’s power generation and trading operations, we are constructing transmission lines for evacuating power generated at our power projects. We believe that the Adani Group has established diversified sourcing and distribution networks and that its industry expertise enables it to effectively capitalize on and manage risks associated with opportunities across markets. We expect that we will benefit from the Adani Group’s strategy of vertical integration which gives us greater control over various activities of power generation. We have access to experienced personnel in mining and power trading businesses pursuant to the shared services agreement with MPSEZL and AEL. We also expect to benefit from the Adani Group’s strong project development and management experience while developing our power projects. We have secured supply of fuel for many of our power projects One of the critical success factors for any power generation project is the availability of cost-effective fuel sources throughout the lifetime of the power project. Mundra power projects: Our Mundra power projects are located along the coast and will utilize imported coal as primary fuel for its operations. We have entered into long-term coal supply arrangements for importing coal with AEL for our Mundra power projects. PT Adani Global, a wholly owned subsidiary of AEL, has entered into agreements with holders of long-term exploitation licenses to exclusively mine coal in Bunyu island, Indonesia. For Mundra Phase I and II Power Project and Mundra Phase III Power Project, AEL proposes to procure the coal from PT Adani Global which will source such coal from these mines in Indonesia. Additionally, the Standing Linkage Committee, Ministry of Coal has also recommended a coal linkage for generating up to 1,366 MW of power for our Mundra Phase IV Power Project and the balance coal requirement will be supplied by AEL to the power project site. As a result of our long-term coal supply agreements and relationship with the supplier, we believe we benefit from competitive pricing for coal for the Mundra power projects. Tiroda Power Project: We have been allocated coal blocks at Lohara West and Lohara Extension for generating up to 1,000 MW of power at our Tiroda Power Project which have estimated coal reserves

3

of approximately 170 million metric tons (“MMT”) and an average gross calorific value (“GCV”) ranging between 4,290 and 5,590 Kcal/kg, according to the geological report prepared by the Central Mine Planning and Design Institute Limited. The Standing Linkage Committee, Ministry of Coal has also recommended allocation of coal for generating up to 1,180 MW of power at the Tiroda Power Project. Our power projects enjoy locational advantages Our power projects enjoy locational advantages in terms of easy access to fuel, water and proximity to power deficit areas. All our power projects under development are located in Western India, where according to the CEA, the peak deficit was 7,637 MW for the period between April 2008 and December 2008. We believe that our power projects are well positioned to serve this deficit in power supply. Our Mundra power projects are located close to the Mundra port, which is owned and operated by MPSEZL, Promoter Group company. MPSEZL has proposed to set-up a coal jetty at a distance of approximately five km from the Mundra power project site and imported coal can be transferred from this coal jetty to the power project by conveyor belts and/or railway lines. Close proximity to the sea will ensure water for steam generation and cooling. The Tiroda Power Project is located in Tiroda Industrial Area developed by the Maharashtra Industrial Development Corporation (“MIDC”), adjacent to the state highway. The project is approximately 260 km from the Lohara West and Lohara Extension coal blocks, which are the designated coal blocks to supply coal for the Tiroda Power Project. The project site is expected to be connected to the coal blocks by rail. We have been allocated water for the project from the nearby Wainganga river. We expect to evacuate power through Power Grid Corporation of India Limited (“PGCIL”) and Maharashtra State Electricity Distribution Company Limited (“MSEDCL”) sub-stations. We expect to benefit from SEZ status and the Mega Power Project status related tax and other benefits Our Mundra Phase I and II Power Project and Mundra Phase III Power Project are being developed as sector-specific SEZs and we have applied for a sector-specific SEZ approval for the Mundra Phase IV Power Project. The SEZ status will entitle us to benefits in terms of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the project. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sector-specific power sector SEZ being developed by us. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. We have applied to develop the Tiroda Power Project under the Mega Power Project Policy of the Government of India, under which we will able to benefit from certain exemptions from income tax, excise duty and customs duty on import of goods and services for setting up the project. For further details, please see “Regulations and Policies” and “Statement of Tax Benefits” on pages 124 and 46, respectively, of this Draft Red Herring Prospectus. These benefits will help us reduce the cost of equipment and improve our profit margins once we commence operations. We have entered into long-term power off-take arrangements for our Mundra and Tiroda power projects We have entered into two off-take agreements with Gujarat Urja Vikas Nigam Limited (“GUVNL”) for the supply of 1,000 MW of power produced from the Mundra Phase I and II Power Project, and for the supply of 1,000 MW of power produced from the Mundra Phase III Power Project. We have also entered into two off-take agreements with Uttar Haryana Bijli Vitran Nigam Limited (“UHBVNL”) and Dakshin Haryana Bijli Vitran Nigam Limited (“DHBVNL”), for the sale of a total of 1,424 MW of power produced from Mundra Phase IV Power Project. We have also entered into an off-take arrangement with MSEDCL for the supply of 1,320 MW of power generated from the Tiroda Power

4

Project. Off-take agreements generally provide that the consumer purchases power in pre-determined quantities at fixed rates and surplus power, if any, may then be sold to other consumers in the unregulated market. We expect that the power produced in excess of what is sold under our Mundra Phase I and II Power Project, Mundra Phase IV Power Project, and Tiroda Power Project off-take agreements will be sold on merchant basis. Further, we have entered into an agreement with AEL for selling up to 221 MW of surplus power from Mundra Phase III Power Project on merchant basis. In addition, we may supply surplus power to various units within the MPSEZL. These arrangements will allow us to mitigate our off-take risk, while enabling us to sell the residual power at market determined rates. We have an experienced management team with a track record of project execution We have been able to attract managerial and technical talent. Our management team has an established track record, knowledge in the power generation sector and relevant experience in India. We are managed by experienced and highly qualified professionals. The team has prior exposure in implementing and operating large power projects, and we believe this is one of our key competitive strengths in view of the large size of the projects that we are simultaneously implementing. See “Our Management” on page 143 of this Draft Red Herring Prospectus. Our Strategy Capitalize on the growth of the Indian power generation sector The power sector in India has historically been characterized by power shortages that have consistently increased over time. According to the Central Electricity Authority, the total peak shortage was 15,175 th MW as of December 31, 2008. As per the IEP Report, the Expert Committee on Power, in the XI Plan (2007-2012), a capacity addition of 73 Gigawatts (“GW”) and 86 GW, assuming a 8.0% and 9.0% GDP growth rate, respectively, would be required by 2012. Although recent reports indicate that the GDP growth rate is likely to be lower, we believe that our four power projects under development will play a significant role in the growth of the Indian power sector. Further, we will continue to look at further opportunities to set up power projects in various locations across India. Realize the opportunities presented by power sector reforms and benefits extended by the Government of India In 1991, the Indian power sector began a process of deregulation that is continuing today. The Electricity Act of 2003 and subsequent reforms have generated significant opportunities in the power sector. These changes include the following: • • • • • • • • Liberalization and de-licensing in the power generation sector, and doing away with the requirement of techno-economic clearances for thermal power projects, which expedites the thermal power project development process; Power trading recognized as a distinct activity; Distribution licensees can now procure power through a process of international competitive bidding; projects are no longer awarded on a cost-plus basis. We believe that competitive bidding presents attractive opportunities for efficient generation of power; Power generation companies can now sell power to any distribution licensees, or where allowed by the state regulatory commissions, directly to consumers. The market has evolved for merchant sales, which allows for the supply of peak power at premium rates; Power generation companies have open access to transmission lines, which will facilitate the direct sale of power to distribution and trading licensees; Improved payment security mechanisms, which we believe will improve sector stability and enhance our ability to obtain financing for our projects; No distinction between foreign and domestic investor under electricity laws; and 100.0% FDI allowed in the power sector.

Our projects are positioned and structured to take advantage of these benefits and also the benefits under the SEZ and Mega Power Project policy of the Government of India. Future power sector

5

reforms may present additional opportunities for us and we intend to capitalize upon these opportunities as they arise. Benefit from the power scenario in Western India Our Mundra power project is located in Gujarat, and the Tiroda Power Project is located in Maharashtra. These states are leading industrial states in the Western part of India with high power demand, and they are currently experiencing a significant power deficit. This deficit is expected to increase in the future. These states have formulated policies for substantial investments in the power sector to support increased industrial activities. We believe that the stable and assured availability of power will lead to an increase in industrial activity in these states, which will further increase the power requirements. Though a number of power projects are under various stages of implementation in these states, such projects may not eliminate the deficit in power. We are investing in the development and planning of power projects in states facing high energy deficits in order to be in a strong position to capture the opportunity. Secure fuel supply Having a dedicated, cost-efficient and established fuel supply line for a power project is fundamental to our success. Our strategy has been to establish dedicated fuel lines prior to setting up a power project. We try to ensure that we have adequate supplies of cost-efficient fuel through captive fuel sources, long-term contracts or coal linkages to meet the fuel requirements for our power projects. We will continue to explore other options and sources for procuring and strengthening our fuel supplies. Further integrate our power generation business with the installation of transmission lines In order to ensure evacuation of power from the power project, it is critical to have appropriate transmission linkages. We are constructing transmission lines connecting our power projects at Mundra and Tiroda to state and central government sub-stations for evacuation of power. In light of the transmission constraints facing inter-regional links and the present capacity of 17,000 MW only, we believe that the proposed Mundra and Tiroda transmission lines will be cost-efficient for evacuating power. They will also mitigate the risk, which may arise in the event power purchasers under long-term PPAs reduce their procurement of contracted power from the Mundra and Tiroda power projects. In addition, we entered into a bulk power transmission agreement with PGCIL to avail long term open access facilities for evacuation of power from our Mundra power projects. We have applied to MSEDCL for similar approval to evacuate power from our Tiroda Power Project. Optimize operational efficiency We have invested in technology to drive operational efficiency. For example, all of our power projects, with the exception of the Mundra Phase I and II Power Project, will deploy super-critical technology to reduce the amount of coal consumed to generate power. The efficiency of steam generation through super-critical technology is significantly higher than that from the conventional sub-critical technology. Higher steam generation efficiency will lead to lower coal consumption and hence increase overall efficiency. Further, we expect that our experienced management team coupled with our project management, execution and operational skills, will drive higher operational efficiencies in our power projects. Engage in an optimal mix of off-take arrangements with state-owned and industrial consumers We are developing four power projects that are capable of generating an aggregate 6,600 MW of power. We believe that state-run utility companies will require substantial amounts of power in order to meet their power demands and to cope adequately with power shortages in their respective states. We intend to utilize our marketing and trading capacities by optimizing our off-take arrangements between state-run utility companies and industrial consumers. This will enable us to enter into secured longterm off-take arrangements with state-run utility companies and industrial consumers as well as carry out merchant sales of power at market rates.

6

SUMMARY OF INDUSTRY Organization of the Power Industry The following diagram depicts the current structure of the Indian power industry:

Key to the diagram: CPSUs Discoms ED IPP SEB STU Central Public Sector Undertakings Distribution Companies Electricity Department Independent Power Producer State Electricity Board State Transmission Units

Transmission and Distribution In India, the transmission and distribution system is a three-tier structure comprising regional grids, state grids and distribution networks. The five regional grids, structured on a geographical contiguity basis, facilitate transfer of power from a power surplus state to a power deficit state. The regional grids also facilitate the optimal scheduling of maintenance outages and better co-ordination between the power plants. The regional grids are to be gradually integrated to form a national grid, whereby surplus power from a region could be transferred to another region facing power deficits, thereby facilitating a more optimal utilization of the national generating capacity. Most inter-regional and interstate transmission links are owned and operated by the Power Grid Corporation of India Limited (“PGCIL”) though some are jointly owned by the State Electricity Boards (“SEBs”). PGCIL is the central transmission utility of India and possesses one of the largest transmission networks in the world. PGCIL has a pan India network presence of around 69,480 circuit kms of transmission network, 116 extra high voltage alternation current and high voltage direct current substations, and a total transformation capacity of 77,217 mega volt ampere. About 45% of the total generating capacity in India is transmitted through PGCIL’s system. (Source: http:powermin.nic.in and http:powergridindia.com). PGCIL is working towards establishment of an integrated national power grid, in a phased manner, in order to strengthen the regional grids and to support the generation capacity addition program of about 80,000 MW during the Eleventh Five-Year Plan period. The existing inter–regional power transfer capacity of 17,000 MW is expected to be enhanced to 37,000 MW by 2012 through creation of “Transmission Super Highways”. Based on expected generation capacity addition in XIth Five Year Plan, an investment of approximately Rs. 750.00 billion is envisaged in central sector and approximately Rs. 650.00 billion is envisaged in the state sector. (Source: http://powermin.nic.in)

7

State grids and distribution networks are primarily owned and operated by the respective SEBs or state governments (through state electricity departments). State distribution networks are managed at the state level and continue to be affected by high aggregate technical and commercial (“AT&C”) losses estimated to be approximately 35%, which implies that 35% of power entering the system is lost during distribution. (Source: http://powermin.nic.in) A direct consequence of the high AT&C losses is the poor financial condition of SEBs, thereby constraining the SEBs from making any meaningful investments in generation and in upgrading the transmission and distribution (“T&D”) network. Power Trading Historically the main suppliers and consumers of bulk power in India have been the various government controlled generation and distribution companies who typically contracted power on a long term basis by way of power purchase agreements (“PPAs”) with regulated tariffs. However, in order to encourage the entry of merchant power plants and private sector investment in the power sector, the Electricity Act recognized power trading as a distinct activity from generation, T&D and has facilitated the development of a trading market for electricity in India by providing for open access to transmission networks for normative charges. Power trading involves the exchange of power from suppliers with surpluses to suppliers with deficits. Seasonal diversity in generation and demand, as well as the concentration of power generation facilities in the resources-rich eastern region of India, has created ample opportunities for the trading of power. Recent regulatory developments include the announcement of rules and provisions for open access and licensing related to interstate trading in electricity. Several entities have started trading operations or have applied for trading licenses. With the aid of the reforms, the volume of power traded as well as its traded price has grown rapidly over the last few years.

8

The following graph and table shows the increasing volume and higher prices of power traded in India for the periods indicated:Increasing Traded Volume at Higher Prices Electricity Traded (Units MUs)
20,965 20,000 15,023

Increasing Volumes of Power Traded
25,000

Price Rs Rs.0.00 – 2.00 Rs.2.00 – 4.00 Rs.4.00 – 6.00

FY07 252.2 2732.7 10507.4 461.7

FY08 4729.6 2647.7 4094.1 5292.5 556.9 0

15,000 11,029 10,000 11,847

14,188

5,000 1,617 0

4,178

Rs.6.00 – 8.00 Rs.8.00 – 10.00 Rs.10.00-12.00

Source: Power Trading Corporation

Total
Source: CERC

13953.9

17325.1

Tariffs The main objectives of the National Tariff Policy (“NTP”) notified by the Government of India on January 6, 2006, include promoting competition, efficiency in operations and improvements in the quality of supply and ensuring the availability of electricity to consumers at reasonable and competitive rates. The NTP reiterates the importance of implementing competition in different segments of the electricity industry as highlighted in the Electricity Act and that competition will lead to significant benefits to consumers through reduction in capital costs and improved efficiency of operations. It will also facilitate the determination of price through competition. The NTP stipulates that all future power requirements should be procured competitively by distribution licensees except in cases of expansion of existing projects or where there is a state controlled or stateowned developer involved, in which case, regulators will need to resort to tariffs determined by reference to standards of the CERC, provided that expansion of generating capacity by private developers for this purpose will be restricted to a one-time addition of not more than 50% of the existing capacity. Under the NTP, even for public sector projects, tariffs for all new generation and transmission projects will be decided on the basis of competitive bidding after a certain period of time. Merchant Power Plants Merchant power plants (“MPPs”) generate electricity for sale at market driven rates in the open wholesale market. Typically, the MPPs do not have long-term PPAs and are built and owned by private developers. Merchant sales, however, include sale of power under short-term PPAs and on spot basis. Many new private sector players are beginning to adopt the MPP model for their projects to generate higher returns as opposed to selling power through a long term PPA, as the off take risk is perceived to be low in view of significant power shortages in the country. The MPPs can sell power to the power trading companies (like the Power Trading Corporation), the SEBs and industrial and bulk customers. Indian Energy Exchange (IEX) Indian Energy Exchange (“IEX”) is India’s first nation-wide automated and online electricity trading platform. IEX seeks to catalyze the modernization of electricity trade in India by allowing trading through a technology enabled platform. On June 9, 2008, IEX received Central Electricity Regulatory Commission approval for commencing operations. IEX is a demutualised exchange that will enable efficient price discovery and price risk management in the power trading market. IEX offers a broader choice to generators and distribution licensees for sale and purchase of power facilitating trade in

9

smaller quantities. IEX enables participants to precisely adjust their portfolio as a function of consumption or generation. (Source: www.iexindia.com).

10

SUMMARY FINANCIAL INFORMATION The following tables set forth summary financial information derived from our restated stand-alone and consolidated financial statements as of and for the years ended March 31, 2008, 2007, 2006, 2005, 2004 and for the nine months period ended December 31, 2008. These financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Guidelines and presented under the sections titled “Financial Statements” on page 237 of this Draft Red Herring Prospectus. The summary financial information presented below should be read in conjunction with our restated stand-alone and consolidated financial statements, the notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 307 of this Draft Red Herring Prospectus. SUMMARY RESTATED STANDALONE
Particulars

STATEMENT

OF

ASSETS

AND

LIABILITIES,

AS

As at As at December March 31, 31, 2008 2008

As at March 31, 2007

As at March 31, 2006

(Rs. in Millions) As at As at March March 31, 2005 31, 2004

I Fixed Assets Gross Block Less : Accumulated Depreciation / Amortisation

192.95 26.18

85.96 11.19

11.93 1.48 10.45 5,515.79 455.62 47.26 6,029.12 0.01

1.83 0.03 1.80 0.28 121.02 123.10 -

9.33 9.33 -

9.33 9.33 -

166.77 74.77 Net Block Capital Work-in- Progress including Capital Advances 48,985.24 22,219.91 4,678.89 1,596.46 Project Development Expenditure 165.42 139.19 Construction Material at site II Investments III Current Assets, Loans and Advances Cash and Bank Balances Loans and Advances 1,657.48 4,125.53 5,783.01 A= (I+II+III) 62,467.85 IV Liabilities and Provisions Secured Loans Unsecured Loans Current Liabilities Provisions 28,531.19 1,917.85 1,750.74 3,668.59 53,996.32 2,688.52 24,030.33 832.27

497.04 10.21 507.25

2.67 10.71 13.38

0.06 0.06

0.07 0.07

6,536.38 1,442.69 2,307.91 1.84 3,752.44 3,752.44 2,783.94

136.48 28.56 0.05 28.61 28.61 107.87

9.39 0.01 0.01 0.01 9.38

9.40 0.01 0.01 0.01 9.39

29,523.85 10,111.74 7,688.06 6,012.56 4,090.62 19.44 5.91 43,243.91 14,208.27 14,208.27 14,322.92

B=(IV) NET WORTH A-B

43,243.91 19,223.94

Net Worth Represented by Share Capital - Equity Shares - Preference Shares Share Application Money pending Allotment Reserves and Surplus Less : - Misc Expenditure - Debit Balance in Profit and Loss Account 17,714.56 1,376.62 285.44 96.71 55.97 5,520.83 1,500.00 360.60 6,979.17 37.68 2,606.90 200.00 22.96 9.50 98.50 0.13 9.50 0.12 9.50 0.11

11

Particulars

As at As at December March 31, 31, 2008 2008 19,223.94 14,322.92

As at March 31, 2007 2,783.94

As at March 31, 2006 107.87

As at March 31, 2005 9.38

As at March 31, 2004 9.39

NET WORTH

Note: The above statement should be read with the Significant Accounting Policies and Notes to Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

12

SUMMARY STANDALONE PROFIT AND LOSS ACCOUNT, AS RESTATED Particulars For the period from April 1, 2008 to December 31, 2008 18.29 18.29 For the Year March 31, 2008 For the Year March 31, 2007 For the Year March 31, 2006 (Rs. in Millions) For For the the Year Year March March 31, 31, 2005 2004

I

Income Income from Operations Other Income Total Income

14.72 14.72

22.83 22.83

0.01 0.01

0.01 0.01

0.01 0.01

II

Expenditures Operating Expenses Personnel Expenses Administrative and General Expenses (Refer Annexure-XI) Depreciation / Amortisation Total Expenditures Profit/ (Losses) before Tax, Prior Period and Extra Ordinary Items - Prior Period Items and Extra Ordinary Items Profit / (Loss) before Tax

III

(18.29) -

(14.72) -

(22.83) -

(0.01) -

(0.01) -

(0.01) -

(18.29)

(14.72)

(22.83)

(0.01)

(0.01)

(0.01)

IV

Provision For Tax - Current Tax - Deferred Tax (credit) / Charges Net Profit / (Loss) after Tax Adjustments (Net of Tax) Net Profit / (Losses) as Restated Balance brought forward from Previous Year Accumulated Losses carried forward

(18.29) (18.29) (37.68) (55.97)

(14.72) (14.72) (22.96) (37.68)

(22.83) (22.83) (0.13) (22.96)

(0.01) (0.01) (0.12) (0.13)

(0.01) (0.01) (0.11) (0.12)

(0.01) (0.01) (0.10) (0.11)

V

VI

Note: The above statement should be read with the Significant Accounting Policies and Notes to Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

13

SUMMARY STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES, AS RESTATED (Rs. in Millions) As at As at December 31, March 31,2008 Particulars 2008 I Fixed Assets Gross Block Less : Accumulated Depreciation / Amortisation Net Block Capital Work- in- Progress (including Capital Advances) Project Development Expenditure Construction Material at site (Includes Goods in Transit at cost)

310.0 30.63 279.47 50,780.98 5,753.36 196.15 57,009.96

183.51 12.54 170.97 22,274.44 2,000.92 149.05 24,595.38 532.40 1,920.97 1,762.45 3,683.42 28,811.20

II Investments III Current Assets, Loans and Advances Cash and Bank Balances Loans and Advances

312.59 2,119.70 3,782.49 5,902.19

A= (I+II+III) IV Liabilities and Provisions Secured Loans Unsecured Loans Current Liabilities Provisions B = IV NET WORTH A-B Net Worth Represented by Share Capital - Equity Shares - Preference Shares Share Application Money pending Allotment Reserves and Surplus Less : -Misc Expenditure -Debit Balance in Consolidated Profit And Loss Account NET WORTH

63,224.74

29,523.85 7,688.06 6,447.33 21.42 43,680.66 19,544.08

10,111.74 4,354.42 6.23 14,472.39 14,338.81

17,714.56 1,736.62 285.44 96.71 95.82 19,544.08

5,520.83 1,500.00 410.60 6,979.17 71.79 14,338.81

Note: The above statement should be read with the Significant Accounting Policies and Notes to Consolidated Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

14

SUMMARY STATEMENT OF CONSOLIDATED PROFIT AND LOSS ACCOUNT, AS RESTATED (Rs. in Millions) For the period For the Year from April 1, March 31,2008 2008 to December 31,2008

Particulars

I Income Income from Operations Other Income Total Income II Expenditures Operating Expenses Personnel Expenses Administrative and General Expenses (Refer Annexure -XI) Depreciation / Amortisation Total Expenditures III Profit/ (Losses) before Tax, Prior Period and Extra Ordinary Items - Prior Period Items and Extraordinary Items Profit / (Loss) before Tax IV Provision For Tax - Current Tax - Deferred Tax (credit) / Charges Net Profit / (Loss) after Tax Adjustments (Net of Tax) Net Profit / (Losses) as Restated VI Balance brought forward from Previous Year Accumulated Losses carried forward

-

-

24.04 24.04 (24.04) (24.04)

71.79 71.79 (71.79) (71.79)

(24.04) (24.04) (71.79) (95.82)

(71.79) (71.79) (71.79)

V

Note: The above statement should be read with the Significant Accounting Policies and Notes to Consolidated Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

15

THE ISSUE Issue of Equity Shares(1) 337,700,000 Equity Shares Employee Reservation Portion(1) 8,000,000 Equity Shares Net Issue to the Public(1) [●] Equity Shares Of which: Qualified Institutional Buyers (QIBs) At least [●] Equity Shares Portion of which Available for Mutual Funds only [●] Equity Shares Balance of QIB Portion (available for [●] Equity Shares QIBs including Mutual Funds) Non-Institutional Portion Not less than [●] Equity Shares(2) Retail Portion Not less than [●] Equity Shares(2) Pre and post-Issue Equity Shares Equity Shares outstanding prior to the Issue 1,842,335,200 Equity Shares Equity Shares outstanding after the Issue 2,180,035,200 Equity Shares Use of Issue Proceeds See “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus for information about the use of the Issue Proceeds.
Allocation to all categories, including the Employee Reservation Portion, shall be made on a proportionate basis.
(1)

The Company is considering a Pre-IPO Placement of Equity Shares with various investors (“Pre-IPO Placement”). The PreIPO Placement is at the discretion of the Company. The Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to the filing the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Net Issue size of 10% of the post Issue paid-up capital being offered to the public. Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. Under subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue Portion, at the discretion of the BRLM and the Company. In case of under subscription in the Net Issue, spill over to the extent of under subscription shall be permitted from the Employee Reservation Portion subject to the Net Issue constituting 10% of the post Issue capital of the Company. If at least 60% of the Net Issue is not allocated to the QIBs, the entire subscription monies shall be refunded.

(2)

16

GENERAL INFORMATION Registered Office of the Company Adani Power Limited Shikhar Near Adani House Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel: (91 79) 2656 5555 Fax: (91 79) 2656 5500 Website: www.adanipower.com Registration Number: 04-30533 of 1996 Company Identification Number: U40100GJ1996PLC030533 Address of the Registrar of Companies The Company is registered with the Registrar of Companies, Gujarat, situated at the following address: ROC Bhavan Opposite Rupal Park Society Behind Ankur Bus Stand Naranpura Ahmedabad 380 013 Tel: (91 79) 2743 8531 Fax: (91 79) 2743 8371 Our Board of Directors comprises the following: Name and Designation Mr. Gautam S. Adani Chairman Non-Executive and Non-Independent Director Mr. Rajesh S. Adani Managing Director Age (years) 46 DIN 00006273 Address Shantivan Farm House Behind Karnavati Club Mohemadpura Village Ahmedabad 380 057 14, Suryaja Bungalow Behind Sarathi Restaurant Vastrapur Ahmedabad 380 054 102, Ratnam Residency Behind Fun Republic Satellite Ahmedabad 380 015 A/403, Pratishtha Apartment Bodakdev Ahmedabad 380 054 Plot No.131 Sector – 8 C Gandhinagar 382 008 S-307, 2nd Floor Panchsheel Park

44

00006322

Mr. R. K. Gupta Whole-time Director

64

0088783

Mr. Ameet H. Desai Non-Independent and Non-Executive Director Mr. Vijay Ranchan Independent Director Mr. Surendra Kumar Tuteja Independent Director

45

00007116

66

01602023

63

00594076

17

Name and Designation

Age (years)

DIN

Address New Delhi 110 001

Mr. B. B. Tandon Independent Director Mr. Chinubhai R. Shah Independent Director

67

00740511

J-238, First Floor Saket New Delhi 110 017 402, Heritage Crescent B/h Prahaladnagar Garden Near Jain Drasar S.G. Highway Ahmedabad 380 051

71

00558310

For further details of our Directors, see “Our Management” on page 143 of this Draft Red Herring Prospectus. Company Secretary and Compliance Officer Mr. Digish Shah is the Company Secretary and Compliance Officer of the Company. His contact details are as follows: Mr. Digish Shah 6th Floor, Sambhav Press Building Near Judges Bungalow Road Vastrapur Ahmedabad 380 015 Tel: (91 79) 2555 7139 Fax: (91 79) 2555 7155 Email: ipo@adanipower.com Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre or postIssue related problems, such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account and refund orders. Global Coordinator and Book Running Lead Manager DSP Merrill Lynch Limited Mafatlal Centre, 10th Floor Nariman Point Mumbai 400 021 Tel: (91 22) 2262 1071 Fax: (91 22) 2204 8518 Email: apl_ipo@ml.com Investor Grievance Email: india_merchantbanking@ml.com Website: www.dspml.com Contact Person: N. S. Shekhar Registration No.: INM000002236 Syndicate Members [●] Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in. For details on designated branches of SCSBs collecting the ASBA Bid cum Application Form, please refer the above mentioned SEBI link.

18

Legal Advisors Domestic Legal Counsel to the Company Amarchand & Mangaldas & Suresh A. Shroff & Co. 5th Floor, Peninsula Chambers Peninsula Corporate Park Ganpatrao Kadam Marg Lower Parel Mumbai 400 013 Tel.: (91 22) 2496 4455 Fax: (91 22) 2496 3666 Domestic Legal Counsel to the Underwriter Khaitan & Co. Meher Chambers 4th and 5th Floor R.K. Marg Ballard Estate Mumbai 400 001 Tel.: (91 22) 6636 5000 Fax.: (91 22) 6636 5050 Registrar to the Issue Karvy Computershare Private Limited "Karvy House", 46, Avenue 4 Street No 1, Banjara Hills Hyderabad 500 034 Toll free no: 1-800-345-4001 Tel: (91 40) 2342 0815-28 Fax: (91 40) 2343 1551 Email: adanipower.ipo@karvy.com Investor Grievance Email: adanipower.ipo@karvy.com Website: www.karvy.com Contact Person: M. Murali Krishna SEBI Registration No.: INR000000221 Bankers to the Issue and Escrow Collection Banks [●] Bankers to the Company [●] Auditors to the Company Deloitte Haskins & Sells Chartered Accountants Heritage, 3rd Floor Near Gujarat Vidhyapith Off. Ashram Road Ahmedabad 380 014 Tel: (91 79) 2758 2542 Fax: (91 79) 2758 2551 Email: atd@deloitte.com International Legal Counsel to the Underwriter Jones Day 3 Church Street # 14-02 Samsung Hub Singapore 049483 Tel.: (65) 6538 3939 Fax: (65) 6536 3939

19

Monitoring Agency The Monitoring Agency will be appointed prior to the filing of the Red Herring Prospectus with the RoC. Appraising Entity ICICI Bank Limited ICICI Bank Towers Bandra Kurla Complex Mumbai 400 051 Tel.: (91 22) 2653 1414 Fax: (91 22) 2653 1122 Email: sukumar.jain@icicibank.com Credit Rating As this is an Issue of Equity Shares, there is no credit rating for this Issue. IPO Grading This Issue has been graded by [●] and has been assigned [●] indicating [●]. The IPO grading is assigned on a five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and an “IPO Grade 1” indicating poor fundamentals. For details in relation to the Report of the Grading Agency, please refer to Annexures beginning on page [●] of this Draft Red Herring Prospectus. Attention is drawn to the disclaimer appearing on page [●] of this Draft Red Herring Prospectus. Experts Except the report of [●] in respect of the IPO grading of this Issue annexed herewith, the Company has not obtained any expert opinions. Trustee As this is an Issue of Equity Shares, the appointment of a trustee is not required. Book Building Process The Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The Issue Price is finalised after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are: • • • The Company; The BRLM; Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act as Underwriters. The Syndicate Members are appointed by the BRLM; Registrar to the Issue; Escrow Collection Banks; and SCSBs. SBI Capital Markets Limited 202, Maker Tower E Cuffe Parade Mumbai 400 005 Tel.: (91 22) 2218 7052 Fax : (91 22) 2216 0379 Email: gh.pafs@sbicaps.com

• • •

In terms of Rule 19(2)(b) of SCRR, this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be

20

available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to [●] Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. In accordance with the SEBI Guidelines, QIBs are not allowed to withdraw their Bid(s) after the Bid/Issue Closing Date. In addition, QIBs are required to pay not less than 10% of the Bid Amount payable on application upon submission of the Bid cum Application Form during the Bid/Issue Period and allocation to QIBs will be on a proportionate basis. For further details, see “Terms of the Issue” on page 390 of this Draft Red Herring Prospectus. The Company will comply with the SEBI Guidelines and any other ancillary directions issued by SEBI for this Issue. In this regard, the Company has appointed the BRLM to manage the Issue and procure subscriptions to the Issue. The process of Book Building under the SEBI Guidelines is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. For instance, assume a price band of Rs. 20 to Rs. 24 per share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the bidding period. The illustrative book below shows the demand for the shares of the issuer company at various prices and is collated from bids received from various investors.
Bid Quantity 500 1,000 1,500 2,000 2,500 Bid Price (Rs.) 24 23 22 21 20 Cumulative Quantity 500 1,500 3,000 5,000 7,500 Subscription 16.67% 50.00% 100.00% 166.67% 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in the above example. The Issuer, in consultation with the BRLM, will finalise the issue price at or below such cut-off price, i.e., at or below Rs. 22. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in the respective categories. Steps to be taken by the Bidders for Bidding 1. 2. 3. Check eligibility for making a Bid (see “Issue Procedure - Who Can Bid?” on page 399 of this Draft Red Herring Prospectus); Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form; Ensure that you have mentioned PAN in you Bid cum Application Form. In accordance with the SEBI Guidelines, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction; Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid cum Application Form; and

4.

21

5.

Bids by QIBs will only have to be submitted to the BRLM.

Withdrawal of the Issue Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date but before the Allotment of Equity Shares without assigning any reason therefore. Bid/Issue Programme BID/ISSUE OPENS ON BID/ISSUE CLOSES ON [●] [●]

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form. On the Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be uploaded until (i) 5.00 p.m. in case of Bids by QIB Bidders, Non-Institutional Bidders and Employees bidding under the Employee Reservation Portion where the Bid Amount is in excess of Rs. 100,000 and (ii) until 5.00 p.m. or such extended time as permitted by the NSE and the BSE, in case of Bids by Retail Individual Bidders and Employees bidding under the Employee Reservation Portion where the Bid Amount is up to Rs. 100,000. It is clarified that Bids not uploaded in the book, would be rejected. Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the BSE. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form of that Bidder may be taken as the final data for the purpose of allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask for rectified data from the SCSB. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing date, the bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than the times mentioned above on the Bid/Issue Closing Date. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in pubic offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Issuer, BRLM, Syndicate Members and the SCSB will not be responsible. Bids will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holidays). On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Bidders after taking into account the total number of Bids received upto the closure of the time period for acceptance of Bid-cum-Application Forms as stated herein and reported by the BRLM to the Stock Exchange within half an hour of such closure. The Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI Guidelines provided that the Cap Price is less than or equal to 120% of the Floor Price. The Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least one day before the Bid /Issue Opening Date. In case of revision of the Price Band, the Issue Period will be extended for three additional working days after revision of the Price Band subject to the total Bid /Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/Issue, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release and also by indicating the changes on the web sites of the BRLM and at the terminals of the Syndicate. In the event of any revision in the Price Band, whether upwards or downwards, the minimum application size shall remain [●] Equity Shares irrespective of whether the Bid Amount payable on such minimum application is not in the range of Rs. 5,000 to Rs. 7,000.

22

Underwriting Agreement After the determination of the Issue Price and allocation of our Equity Shares, but prior to the filing of the Prospectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriter for the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLM shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations. The underwriting shall be to the extent of the Bids uploaded by the Underwriter including through its Syndicate/Sub Syndicate. The Underwriting Agreement is dated [•]. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter are several and are subject to certain conditions specified therein. The Underwriter has indicated its intention to underwrite the following number of Equity Shares: This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC Name and Address of the Underwriter [●] [●] [●] Indicated Number of Equity Shares to be Underwritten [●] [●] [●] Amount Underwritten (In Rs. Million) [●] [●] [●]

In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above mentioned Underwriter is sufficient to enable them to discharge its underwriting obligations in full. The abovementioned Underwriter is registered with SEBI under Section 12 (1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board of Directors/Committee of Directors, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLM and the Syndicate Members shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required to procure/subscribe to Equity Shares to the extent of the defaulted amount in accordance with the underwriting agreement.

23

CAPITAL STRUCTURE The share capital of the Company as at the date of this Draft Red Herring Prospectus is set forth below: (In Rs. Million, except share data) Aggregate Value at Aggregate Face Value Value at Issue Price A AUTHORISED CAPITAL 2,500,000,000 Equity Shares of Rs. 10 each 500,000,000 Cumulative Compulsorily Convertible Participatory Preference shares of Rs. 10 each 25,000.00 5,000.00 30,000.00

B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE ISSUE 1,842,335,200 Equity Shares of Rs. 10 each C PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS(1) 337,700,000 Equity Shares of Rs. 10 each fully paid up Of which Employee Reservation Portion: 8,000,000 Equity Shares of Rs. 10 each fully paid up Net Issue to the Public(2): [●] Equity Shares of Rs. 10 each fully paid up D SHARE PREMIUM ACCOUNT Before the Issue After the Issue E EQUITY CAPITAL AFTER THE ISSUE 2,180,035,200 Equity Shares of Rs. 10 each fully paid up
(1)

18,423.35

3,377.00

[●]

80.00

[●]

[●]

[●]

4,538.18 [●]

21,800.35

[●]

The present Issue in terms of this Draft Red Herring Prospectus has been authorized by our Board of Directors and our shareholders, pursuant to their resolutions dated February 27, 2009 and April 4, 2009 respectively. The Company is considering a Pre-IPO Placement of Equity Shares with various investors (“Pre-IPO Placement”). The PreIPO Placement is at the discretion of the Company. The Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to filing the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue paid-up capital being offered to the public.

(2)

Changes in the Authorised Capital 1. The initial authorised share capital of Rs. 10,000,000 divided into 1,000,000 Equity Shares of Rs. 10 each was increased to Rs. 11,000,000 divided into 1,100,000 Equity Shares of Rs. 10 each pursuant to a resolution of the shareholders on August 1, 2006.

24

2.

The authorised share capital of Rs. 11,000,000 divided into 1,100,000 Equity Shares of Rs. 10 each was increased to Rs. 15,000,000,000 divided into 1,500,000,000 Equity Shares of Rs. 10 each pursuant to a resolution of the shareholders on September 1, 2006. The authorised share capital of Rs. 15,000,000,000 divided into 1,500,000,000 Equity Shares of Rs. 10 each was increased to Rs. 25,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each pursuant to a resolution of the shareholders on March 28, 2007. The authorised share capital of Rs. 25,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each was increased to Rs. 30,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each and 500,000,000 Cumulative Convertible Preference Shares of Rs. 10 each pursuant to a resolution of the shareholders on July 30, 2007. The authorised capital was reorganized on September 21, 2007 as follows: Rs. 25,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each ranking pari passu with the existing Equity Shares; and Rs. 5,000,000,000 divided into 500,000,000 Cumulative Compulsorily Convertible Participatory Preference Shares of Rs. 10 each.

3.

4.

5.

Notes to the Capital Structure 1. (a)
Date of allotment of the Equity Shares August 22, 1996 November 5, 2001

Share Capital History of the Company Equity Share Capital History
No. of Equity Shares 1,000 49,000 Face Value (Rs.) 10 10 Issue Price (Rs.) 10 10 Nature of Payment Reasons for allotment Cumulative No. of Equity Shares 1,000 50,000 Cumulative paid-up Equity Capital (Rs.) 10,000 500,000 Cumulative Share Premium (Rs.) Nil Nil

Cash Cash

December 1, 2003

900,000

10

10

Cash

August 5, 2006 October 16, 2006 January 4, 2007 February 21, 2007 June 11, 2007 September

150,000 196,090,000 45,000,000 18,500,000 77,580,000 18,530,000

10 10 10 10 10 10

10 10 10 10 10 10

Cash Cash Cash Cash Cash Cash

Subscription to Memorandum Allotment to Mr. Gautam S. Adani, Ms. Priti G. Adani, Mr. Rajesh S. Adani, Ms. Shilin R. Adani, Mr. Vasant S. Adani, Ms. Pushpa V. Adani, Mr. Mahasukh S. Adani, Ms. Suvarna M. Adani, Mr. Vinod S. Adani and Ms. Ranjan V. Adani Allotment to Gautam S. Adani Family Trust, Rajesh S. Adani Family Trust, Vasant S. Adani Family Trust, Mahasukh S. Adani Family Trust, Vinod S. Adani Family Trust Adani Enterprises Limited Adani Enterprises Limited Adani Enterprises Limited Adani Enterprises Limited Adani Enterprises Limited Adani Enterprises

950,000

9,500,000

Nil

1,100,000 197,190,000 242,190,000 260,690,000 338,270,000 356,800,000

11,000,000 1,971,900,000 2,421,900,000 2,606,900,000 3,382,700,000 3,568,000,000

Nil Nil Nil Nil Nil Nil

25

Date of allotment of the Equity Shares 17, 2007 October 1, 2007 December 12, 2007 March 31, 2008 April 25, 2008 April 25, 2008

No. of Equity Shares

Face Value (Rs.)

Issue Price (Rs.)

Nature of Payment

Reasons for allotment

Cumulative No. of Equity Shares

Cumulative paid-up Equity Capital (Rs.)

Cumulative Share Premium (Rs.) 6,979,166,622 6,979,166,622 6,979,166,622 6,979,166,622 8,158,576,602

52,083,333 21,759,900 121,440,100 350,800,000 32,059,002

10 10 10 10 10

144 10 10 10 46.79

Cash Cash Cash Cash Conversion of preference shares of the Company Cash Other than cash Cash Cash

Limited 3i Power Investments A1 Limited Adani Enterprises Limited Adani Enterprises Limited Adani Enterprises Limited 3i Power Investments A1 Limited Grow Power Trust Bonus in the ratio of 4:5* Ventura Power Ventura Power

408,883,333 430,643,233 552,083,333 902,883,333 934,942,335

4,088,833,330 4,306,432,330 5,520,833,330 9,028,833,330 9,349,423,350

April 25, 2008 April 28, 2008 March 31, 2009 April 3, 2009
*

49,200,000 787,313,868 70,520,033 358,964

10 10 10 10

10 70 70

984,142,335 1,771,456,203 1,841,976,236 1,842,335,200

9,841,423,350 17,714,562,030 18,419,762,360 18,423,352,000

8,158,576,602 285,437,922 4,516,639,902 4,538,177,742

Bonus Equity Shares have been issued out of the share premium account by capitalising Rs. 7,873,138,680.

(b)

Preference Share Capital History
No. of Preference Shares 150,000,000 Face Value (Rs.) 10 Issue Price (Rs.) 10 Nature of Payment Cash Reasons for allotment Cumulative no. of Preference Shares Cumulative Paid-up Preference Capital (Rs.) Cumulative Share Premium (Rs.)

Date of allotment of the Preference Shares October 1, 2007

Allotment to 150,000,000 1,500,000,000 Nil 3i Power Investments A1 Limited* * On April 25, 2008 150,000,000 preference shares were converted into 32,059,002 Equity Shares at an aggregate price of Rs. 1,500 million.

2.

Build-up of Promoter Shareholding No. of Equity Shares 950,000* 150,000 196,090,000 45,000,000 18,500,000 77,580,000 18,530,000 21,759,900 121,440,100 350,800,000 Face Value (Rs.) 10 10 10 10 10 10 10 10 10 10 Issue/ Acquisition Price (Rs.) 10 10 10 10 10 10 10 10 10 10 Nature of Transaction Transfer Allotment Allotment Allotment Allotment Allotment Allotment Allotment Allotment Allotment Cumulative no. of Equity Shares 950,000 1,100,000 197,190,000 242,190,000 260,690,000 338,270,000 356,800,000 378,559,900 500,000,000 850,800,000

Date of Nature of Allotment/ consideration Transfer Adani Enterprises Limited May 29, Cash 2006 August 5, Cash 2006 October Cash 16, 2006 January 4, Cash 2007 February Cash 21, 2007 June 11, Cash 2007 September Cash 17, 2007 December Cash 12, 2007 March 31, Cash 2008 April 25, Cash 2008

26

Date of Allotment/ Transfer April 28, 2008

Nature of consideration Other than cash

No. of Equity Shares 680,640,000**

Face Value (Rs.) 10

Issue/ Acquisition Price (Rs.) -

Nature of Transaction Bonus issue in the ratio 4:5 Subscription to Memorandum Allotment Transfer Transfer Subscription to Memorandum Allotment Transfer Transfer

Cumulative no. of Equity Shares 1,531,440,000

Gautam S. Adani August 22, Cash 1996 November 5, 2001 November 12, 2001 June 30, 2004 Rajesh S. Adani August 22, 1996 November 5, 2001 November 12, 2001 June 30, 2004 Cash Cash Cash Cash Cash Cash Cash

100 4,900 (2,500) (2,500) 100 4,900 (2,500) (2,500)

10 10 10 10 10 10 10 10

10 10 10 10 10 10 10 10

100 5,000 2,500 0 100 5,000 2,500 0

* 30,000 Equity Shares are held by various nominees on behalf of Adani Enterprises Limited. ** Includes 24,000 Equity Shares allotted to various nominees on behalf of Adani Enterprises Limited.

3.

Promoters’ Contribution and Lock-in

Pursuant to the SEBI Guidelines, an aggregate of 20% of the post-Issue equity share capital of the Company shall be locked in by the Promoters as minimum Promoters’ contribution. Such lock-in shall commence from the date of Allotment in the Issue and shall continue for a period of three years from the date of Allotment in the Issue or from the first date of commencement of commercial production, whichever is later. The Equity Shares, which are being locked-in, are not ineligible for computation of Promoter’s contribution under Clause 4.6 and 4.11 of the SEBI Guidelines. Equity shares offered by Promoters for minimum promoter contribution are not subject to pledge. (a)
Sr. No.

Details of the Equity Shares forming part of Promoters’ contribution, which shall be locked-in for three years, are as follows:
Date of Transfer/Allotment Nature of Consideration Cash Cash Cash Cash Cash Cash Cash Number of Equity Shares 133,197,040 45,000,000 18,500,000 77,580,000 18,530,000 21,759,900 121,440,100 436,007,040 Face Value (Rs.) 10 10 10 10 10 10 10 Issue/Acquisition Price per Equity Share (Rs.) 10 10 10 10 10 10 10 Percentage of post-Issue paidup capital 5.98 2.08 0.86 3.59 0.86 1.01 5.62 20.00

Adani Enterprises Limited 1. October 16, 2006 2. January 4, 2007 3. February 21, 2007 4. June 11, 2007 5. September 17, 2007 6. December 12, 2007 7. March 31, 2008 Total

The minimum Promoters contribution has been brought to the extent of not less than the specified minimum lot and from the persons defined as Promoters under the SEBI Guidelines. The Company has obtained specific written consent from the Promoter for inclusion of the Equity Shares held by them in the minimum promoters’ contribution subject to lock-in. Further, the Promoters have given an undertaking to the effect that they shall not sell/transfer/dispose of in any manner, Equity Shares

27

forming part of the minimum Promoters’ contribution from the date of filing the Draft Red Herring Prospectus till the date of commencement of lock-in as per the SEBI Guidelines. Equity Shares held by our Promoters and offered as minimum Promoters’ contribution are free from pledge. AEL, one of our Promoters, has pledged 531,436,831 Equity Shares with ICICI Bank Limited, on behalf of the consortium for our Mundra Phase I and II Power Projects and Mundra Phase III Power Project on June 28, 2008. (b) Details of pre-Issue Equity Share capital locked in for one year:

In terms of Clause 4.14.1 of the SEBI Guidelines, in addition to the lock-in of 20% of the post-Issue shareholding of the Promoters for three years, as specified above, the balance pre-Issue share capital of the Company 1,416,070,675 Equity Shares shall be locked-in for a period of one year from the date of Allotment in the Issue. In terms of Clause 4.15 of the SEBI Guidelines, the locked-in Equity Shares held by the Promoters can be pledged only with banks or financial institutions as collateral security for any loans granted by such banks or financial institutions, provided that the pledge of shares is one of the conditions under which the loan is sanctioned. Further, Equity Shares locked in as minimum promoters’ contribution may be pledged only in respect of a financial facility which has been granted for the purpose of financing one or more of the objects of the Issue. In terms of Clause 4.16.1 (a) of the SEBI Guidelines, the Equity Shares held by persons other than Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are locked-in as per Clause 4.14 of the SEBI Guidelines, subject to the continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as applicable. Further, in terms of Clause 4.16.1(b) of the SEBI Guidelines, the Equity Shares held by the Promoters may be transferred to and among the Promoter Group or to a new promoter or persons in control of the Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as applicable. 4. (i) Shareholding Pattern of the Company The table below presents the shareholding pattern of Equity Shares before the proposed Issue and as adjusted for the Issue: Pre-Issue No. of Equity Percentage of Shares Equity Share capital Promoters Adani Enterprises Limited Gautam S. Adani Rajesh S. Adani Total Holding of Promoters (A) Promoter Group (Ventura Power Investment Private Limited) (B) Total Holding of Promoters and Promoter Group (C = A + B) Others (D) 1,531,440,000 0 0 1,531,440,000 70,878,997 83.12 0 0 83.12 3.85 Post-Issue* No. of Equity Percentage of Shares Equity Share capital 1,531,440,000 0 0 1,531,440,000 70,878,997 70.25 0 0 70.25 3.25

1,602,318,997

86.97

1,602,318,997

73.50

28

3i Power Investments A1 Limited Grow Power Trust Others Eligible Employees (pursuant to Employee Reservation Portion) (E) Public (pursuant to the Issue) (F) Total (C+D+E+F)

Pre-Issue No. of Equity Percentage of Shares Equity Share capital 151,456,203 8.22 84,560,000 4,000,000 4.59 0.22 -

Post-Issue* No. of Equity Percentage of Shares Equity Share capital 151,456,203 6.95 84,560,000 4,000,000 8,000,000 3.88 0.18 0.37

1,842,335,200

100.00

329,700,000** 2,180,035,200

15.12** 100.00

* Assuming that the Employee Reservation Portion is fully subscribed by the Eligible Employees and the non-promoter group shareholders do not apply for, and are not Allotted, Equity Shares in this Issue. ** The Company is considering a Pre-IPO Placement of Equity Shares with various investors. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Net Issue size of 10% of the post Issue paid-up capital being offered to the public.

5. (a). Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Total
*

The list of top ten shareholders of the Company and the number of Equity Shares held by them is as under: As of the date of the Draft Red Herring Prospectus and 10 days prior to the date of this Draft Red Herring Prospectus: Name of the shareholder Adani Enterprises Limited* 3i Power Investments A1 Ltd. Grow Power Trust Ventura Power Investment Private Limited Chang Chungling Jubileee Tradelinks Private Limited K. S. Tradelinks Private Limited Ambitious Tradelinks Private Limited Kosho Investments Co. Limited Archer Investment Limited No. of Equity Shares held 1,531,440,000 151,456,203 84,560,000 70,878,997 930,000 700,000 700,000 600,000 270,500 270,500 1,841,806,200 Percentage 83.12 8.22 4.59 3.85 0.05 0.04 0.04 0.03 0.01 0.01 99.97

This includes 54,000 Equity Shares held by nominees of Adani Enterprises Limited.

(b).

Two years prior to date of the Draft Red Herring Prospectus: No. of Equity Shares held 260,690,000 260,690,000 Percentage 100.00 100.00

Sr. No. Name of the shareholder 1. Adani Enterprises Limited* Total
*

This includes 30,000 Equity Shares held by nominees of Adani Enterprises Limited

6.

The Company, the Directors, the Promoters, the Promoter Group, their respective directors, and the BRLM have not entered into any buy-back and/or standby arrangements for purchase of Equity Shares from any person. The Company, the Directors, the Promoters or the Promoter Group shall not make any, direct or indirect, payments, discounts, commissions or allowances under this Issue, except as disclosed in this Draft Red Herring Prospectus.

7.

29

8.

AEL, one of our Promoters, has pledged 531,436,831 Equity Shares with ICICI Bank Limited, on behalf of the consortium for our Mundra Phase I and II Power Projects and Mundra Phase III Power Project on June 28, 2008. None of our Directors or key managerial personnel holds Equity Shares in the Company. The Promoters, Promoter Group and Directors of the Company have not undertaken any transactions of Equity Shares during a period of six months preceding the date on which this Draft Red Herring Prospectus is filed with SEBI. However, Mr. Vinod S. Shah, acquired Ventura Power on April 8, 2009, pursuant to which Ventura Power has become our Promoter Group company. Ventura Power had undertaken the following transactions of Equity Shares in the last six months: Name of the Promoter Group company Ventura Power Ventura Power Date of Allotment of Equity Shares March 31, 2009 April 3, 2009 No. of Equity Shares 70,520,033 358,964 Issue Price (In Rs.) 70 70 Nature of payment Cash Cash

9. 10.

11.

A total of upto 8,000,000 Equity Shares, have been reserved for allocation to Eligible Employees, subject to valid Bids being received at or above the Issue Price and subject to the maximum Bid in this portion being Rs. [●]. Only Eligible Employees as on [●] would be eligible to apply in this Issue under Reservation for Eligible Employees. The Employee Reservation Portion will not result in increasing, either directly or indirectly, the shareholding of the Promoters in the Company. Eligible Employees may Bid in the Net Issue as well and such Bids shall not treated as multiple Bids. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into the Equity Shares. Subject to the Pre-IPO Placement, if any, there will be no further issue of Equity Shares, whether by way of issue of bonus shares, preferential allotment, and rights issue or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed. The Company presently does not intend or propose to alter the capital structure for a period of six months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise, except that if the Company enters into acquisitions, joint ventures or other arrangements, the Company may, subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for acquisitions or participation in such joint ventures. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. The Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. The Company has nineteen members as of the date of filing of this Draft Red Herring Prospectus. The Company has availed certain bridge financing in the nature of unsecured loans for utilising such funds towards Net Proceeds. The Company intends to repay such bridge loans from the Net Proceeds or when it draws down its secured loans. The Company may refinance

12.

13. 14.

15.

16.

17. 18.

30

such bridge loans from time to time depending on its funding requirements, including by obtaining further bridge loans. For further details of such unsecured loans, please refer to “Financial Indebtedness – Unsecured Loans” on page 330 of this Draft Red Herring Prospectus. 19. 20. 21. The Company has not issued any Equity Shares out of revaluation reserves. The Company has not issued any Equity Shares for consideration other than cash except as stated above. As per the RBI regulations, OCBs are not allowed to participate in the Issue. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. Under subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue Portion at the discretion of the BRLM and the Company. In case of under subscription in the Net Issue, spill over to the extent of under subscription shall be permitted from the Employee Reservation Portion subject to the Net Issue constituting 10% of the post Issue capital of the Company.

31

OBJECTS OF THE ISSUE We intend to utilize the Issue Proceeds, after deducting the underwriting and issue management fees, selling commissions and other expenses associated with the Issue (the “Net Proceeds”) for the following objects: (a). (b). To part finance the construction and development of Mundra Phase IV Power Project, for 1,980 MW; Funding equity contribution in our subsidiary Adani Power Maharashtra Limited to part finance the construction and development cost of power project for 1,980 MW at Tiroda, Maharashtra; and General corporate purposes.

(c).

The main objects clause of our Memorandum of Association enables us to undertake our existing activities and the activities for which the funds are being raised by us through this Issue. Further, we confirm that the activities we have been carrying out until now are in accordance with the objects clause of our Memorandum of Association. The details of the Net Proceeds of the Issue are summarized in the table below: (In Rs. Million) Amount Proceeds from the Issue* Issue related expenses* Net Proceeds from the Issue
*

[•] [•]
*

[•]

To be finalised upon determination of the Issue Price.

Means of Finance The following table sets forth the total expenditure expected to be incurred on our projects, amount proposed to be financed from Net Proceeds of this Issue, and other means of financing: (In Rs. Million)
Project Total Estimated Expenditure Amount proposed to be financed from Net Proceeds Balance amount Amount financed/ proposed to be financed from Internal Accruals/ Equity other than current Issue 6,390 Amount financed/ proposed to be financed from secured loans Amount deployed as of February 28, 2009(1) Amount deployed as of February 28, 2009 from Equity Amount deployed as of February 28, 2009 from secured loans

Mundra IV, Gujarat Tiroda, Maharashtra implemented by our Subsidiary(2) General Corporate Purposes Total
(1)

89,600

11,530(3)

78,070

71,680

8,649.95

649.95

-(3)

92,630

10,400

82,230

8,126

74,104

2,688.00

2,688.00

-

[•] [•]

[•] [●]

[●] [●]

14,516

145,784

11,337.95

3,337.95 [●]

-

As certified by Deloitte Haskins & Sells, Chartered Accountants vide their certificate dated April 7, 2009 and certified by C. C. Chokshi & Co., Chartered Accountants vide their certificate dated April 7, 2009. (2) Pursuant to a shareholders agreement dated January 15, 2008 with Millennium Developers, APML allotted 37,500,000 equity shares aggregating to Rs. 375 million to Millennium Developers. Subsequently, pursuant to a share subscription agreement

32

dated March 27, 2009 with Somerset Fund, APML has allotted 33,000,000 equity shares aggregating to Rs. 330 million to Somerset Fund. (3) The Company has drawn down an amount of Rs. 8,000 million unsecured loans as bridge financing as at February 28, 2009. Further, the amount of unsecured loans drawn down as at March 31, 2009 is Rs. 9,000 million. The Company intends to repay such bridge loans from the Net Proceeds or when it draws down its secured loans. The Company may refinance such bridge loans from time to time depending on its funding requirements, including by obtaining further bridge loans. Note (a) – As certified by C. C. Chokshi & Co., Chartered Accountants vide their certificate dated April 16, 2009, an amount of Rs 330 million has been received in APML pursuant to shares allotted to Somerset Fund on March 31, 2009. Note (b) – As on February 28, 2009 the Company has current liabilities of Rs. 229.58 million and APML has current liabilities of Rs. 422.51 million.

The fund requirements mentioned above are based on our current business plan. We may have to revise our estimated costs and fund requirements owing to factors such as geological assessments, exchange or interest rate fluctuations, changes in design and configuration of the projects, increase in input costs of steel & cement, other construction materials and labour costs, incremental rehabilitation, other preoperative expenses and other external factors which may not be in our control. This may include rescheduling of our capital expenditure programs or changes in the capital expenditure for a particular purpose vis-à-vis current plans at the discretion of our management. There may also be requirements that may arise on account of new acquisitions, mergers and winning of various projects that we have either bid for or are in the process of bidding. In case of any increase in the actual utilisation of funds earmarked for the above activities or actual Net Proceeds from this Issue being lower than contemplated, such shortage will be met from a combination of internal accruals, additional equity or debt infusion. In case of surplus funds either due to lower utilization than what is stated above or surplus Issue proceeds after meeting all the above mentioned objects, the same shall be utilised towards general corporate purposes. Please refer to “Risk Factors” on page XIV of this Draft Red Herring Prospectus. Funding Arrangement The total funds required for the Mundra Phase IV Power Project and Tiroda Power Project are about Rs. 182,230 million. 75% of the stated means of finance, excluding funds to be raised through the Issue have been arranged as follows: Sr. Particulars No. 1. Aggregate funds required for the Objects of the Issue 2. Funding through the proceeds of the Issue 3. Funds required excluding the proceeds Issue 4. 75% of the funds required excluding the proceeds Issue Arrangements regarding 75% of the funds required excluding the proceeds Issue 1. Funded through existing equity 2. Funded through third party debt
Loan Agreements Sanction Letters Underwritten Arrangements*

In Rs. Million 182,230.00 21,930.00 160,300.00 120,225.00 3,667.95 52,480.00 29,520.00 63,784.00 145,784.00 149,451.95

Total Debt Grand Total
*

Pursuant to the sanction letters received from other lenders, we have reduced the underwriting amount by Rs. 6,316 million for Mundra Phase IV Power Project and Tiroda Power Project - Phase II.

Following are the details of loans/ sanction letters/ underwriting letters from banks and financial institutions availed in respect of the two projects: Sr. No. 1. 2. Name of Institution the Bank/Financial Project Total Sanctioned Amount (Rs. Million) 49,200 3,280 Amount outstanding as of February 29, 2008 (In Rs. Million) Nil Nil

State Bank of India and consortium (loan agreement dated January 30, 2009) State Bank of India and consortium (subordinate loan agreement dated

Tiroda I Tiroda I

33

Sr. No.

Name of Institution

the

Bank/Financial

Project

Total Sanctioned Amount (Rs. Million) 3,050 3,000 2,720

Amount outstanding as of February 29, 2008 (In Rs. Million)

3. 4. 5.

6. 7.

8.

9.

10. 11. 12. 13.

January 30, 2009) UCO Bank (sanction letter dated February 24, 2009) Rural Electrification Corporation (sanction letter dated January 05, 2009) IDBI Bank (sanction letter dated January 29, 2009 for senior debt of Rs. 2,220 million and subordinate debt of Rs. 500 million) State Bank of Travancore (sanction letter dated February 4, 2009 ) State Bank of India (underwriting letter dated December 1, 2008 for senior debt of Rs. 15,250 million and subordinate debt of Rs. 1,050 million) UCO Bank (sanction letter dated February 25, 2009 for senior debt of Rs. 7,000 million and subordinate debt of Rs. 1,000 million) Bank of India (sanction letter dated January 23, 2009 for senior debt of Rs. 3,000 million and subordinate debt of Rs. 1,000 million) LIC (sanction letter dated April 13, 2009) Canara Bank (sanction letter dated January 21, 2009) Corporation Bank (sanction letter dated December 12, 2008 ) State Bank of India (underwriting letter dated December 31, 2008 for senior dent of Rs. 50,400 million and subordinate debt of Rs. 3,400 million)

Tiroda II Tiroda II Tiroda II

Nil Nil Nil

Tiroda II Tiroda II

750 16,300*

Nil Nil

Mundra IV Mundra IV Mundra IV Mundra IV Mundra IV Mundra IV

8,000

Nil

4,000

Nil

5,000 2,000 1000 53,800*

Nil Nil Nil Nil

Total
*

152,100

Pursuant to the sanction letters received from other lenders, the underwriting amount will be reduced by Rs. 2,120 million and Rs. 4,196 million for Mundra Phase IV Power Project and Tiroda Phase II Power Project, respectively.

Loan Agreements For further details of the loan agreements, please refer to the section titled “Financial Indebtedness” on page 321 of the DRHP. Underwriting Arrangements The Company has received two sanction letters from lenders to underwrite term loans. These sanction letters broadly indicate the terms and conditions to underwrite or arrange such facilities. The letters provide that the final terms and conditions would be detailed at the time of the final documentation. Such underwriting term loan commitments are valid for a stipulated period of time from their date of issuance and the proposed pricing in these letters is also valid for a stipulated period of time. The letters provide for the percentage of the total envisaged equity contribution that has to be brought up front for the projects and an undertaking from the promoters for the balance to be brought in later as per the project requirements.

34

These letters also provide for the security stipulations including security by way of first priority charges, assignment of project contracts, first charge of the project’s various bank accounts etc. The underwriting stipulations by the lenders are subject to certain conditions including there being no material adverse changes in the international or domestic markets and to the business of the borrower. The letters provide that the lenders shall have the right to appoint one nominee director on the Board of Directors. The letters also include the negative covenants such as the long term debt equity ratios, restrictions on undertaking any new projects and making any material modifications to the project contracts and agreements. The final documentation will contain customary clauses such as financial covenants, representations and warranties and conditions precedent to the effectiveness of the loan. Sanction Letters We have received nine sanction letters from lenders for debt facilities in the form of various Rupee term loans along with letter of credit facilities (the “Facilities”). The Facilities have been sanctioned subject to certain terms and conditions which include execution of other documents relating to the Facilities by us in such form as may be required by the banks, creation of charge over assets in terms of the sanction and upfront equity contribution to be brought in by our promoters. The Facilities have been sanctioned as a means to finance the cost of the project. The banks shall have the right to appoint a nominee director on our board of directors. These letters also provide for the security stipulations including security by way of first priority charges, assignment of project contracts, first charge of the project’s various bank accounts etc. Subdebt, if any, for the project shall have a second charge on the above security. The execution and effectiveness of each project agreement and financing document shall be undertaken to the satisfaction of the lender for the first drawdown of the Facility. The loan documentation shall contain customary clauses including standard representations, warranties and covenants. Cost of the Projects The breakdown of construction and development of power project at Mundra, Gujarat and Tiroda, Maharashtra is as follows: (In Rs. Million) Project Particulars Land and site development Building, Civil Works, Engineering, Procurement and Construction Cost Transmission Line /Railway Line Mining Cost/Coal Supply Cost Preliminary & Pre-operative expenses Interest during construction period Contingency Margin money for working capital Total Cost Schedule of Implementation 1. Sr. No. 1. 2. Implementation schedule of Mundra Phase IV Power Project of 1,980 MW Particulars Land and site development Technical and engineering work Estimated Date of Completion/Status Completed* May 2010 Mundra IV 400 68,690 8,800 0 690 7,800 1,620 1,600 89,600 Tiroda 640 70,970 3,160 4,400 1,260 8,680 1,980 1,540 92,630 Total 1,040 139,660 11,960 4,400 1,950 16,480 3,600 3,140 182,230

35

Sr. No. 3. 4. 5. 6.

Particulars Civil work Transmission line Installation of equipment Trial run

Estimated Date of Completion/Status May 2011 August 2011 December 2011 March 2012

* Whilst we have possession of the land on the basis of MoU with MPSEZL, our Promoter Group company, the lease agreements have not yet been executed.

We expect the entire capacity of the project to be operational by April 2012. 2. Sr. No. 1. 2. 3. 4. 5. 6.
*

Implementation schedule of Tiroda Power Project of 1,980 MW Particulars Land and site development Technical and engineering work Civil work Transmission Line Installation of equipment Trial run Estimated Date of Completion /Status Partially completed* July 2010 June 2011 July 2011 November 2011 March 2012

For further details, please see “Our Business” section on page 68 of this Draft Red Herring Prospectus.

We expect the entire capacity of the project to be operational by April 2012. Details of estimated project costs and investment schedule The details of the estimated projects costs and investments schedule as set out below is based on the project cost estimated by SBI Capital Markets Limited in their information memorandum dated December 2008. (In Rs. Million) Project Mundra IV Tiroda Total 89,600.00 92,630.00 182,230.00 8,649.95 18,430.05 26,822.00 35,698.00 89,600.00 2,688.00 34,064.00 31,049.00 24,829.00 92,630.00 11,337.95 52,494.05 57,871.00 60,527.00 182,230.00

Particulars Estimated Project Cost Investment Schedule Already deployed up to February 28, 2009 From March 1, 2009 till March 31, 2010 For FY 2010-2011 For FY 2011-2012 Total

The Net Proceeds are currently expected to be deployed in the above projects in accordance with the following schedule. (In Rs. Million) Fiscal Year Amount proposed to be financed from Net Proceeds Mundra IV For FY 2009-2010 For FY 2010-2011 For FY 2011-2012 Total 5,622 4,508 1,400 11,530 Tiroda 5,199 5,201 10,400 Total 10,821 9,709 1,400 21,930

36

Details of the Projects I. Mundra Phase IV Power Project Mundra Phase IV Power Project will comprise of three super critical units of 660 MW each. As set out in the information memorandum dated December 2008 prepared by SBI Capital Markets Limited, the breakdown of the project cost for Mundra IV project is set out below. Particulars Land and site development Building, Civil Works, Engineering, Procurement and Construction Cost Transmission Line Preliminary & Pre-operative expenses Interest during construction period Contingency Margin money for working capital Total Cost Land & Site Development The cost for acquiring the land and site development is estimated at Rs. 400 million. Land for Mundra power projects will be leased from MPSEZL, our Promoter Group company. Building, Civil Works, Engineering, Procurement and Construction Cost This head includes cost of building, civil works and plant and machineries. Primarily civil works and infrastructure includes expenditure of independent systems such as main plant building, cooling water system, RCC chimney, various pump house buildings, storage tanks, coal handing plant, ash handling plant etc. The complete plant and machinery for Mundra Phase IV Power Project is to be procured through a turnkey EPC contract. The EPC contracts would comprise of civil works contracts, Boiler Turbine generator package (for super critical technology), cooling tower, DM water system, Coal handling system, other BoP mechanical, LT Switchgear, Control & Instrumentation, Initial spares etc. Transmission Line Transmission cost includes fabrication and supply of transmission towers, supply of earth wire, hardware fittings and accessories for conductor, insulators etc. To set up a dedicated around 800 km ±500KV HVDC Transmission Line from Mundra IV power project to Mohindergarh (Haryana). Preliminary & Pre-operative expenses Preliminary expenses broadly include design and engineering, appraisal fees, upfront fees to lenders, advisor fees, start up fuel, employee recruitment, audit and accounts, site supervision, operators training and insurance. Interest during construction period Interest during construction period includes interest payable on debt incurred for the project. This has been calculated based on the capital expenditure phasing schedule estimated. In Rs. Million 400 68,690 8,800 690 7,800 1,620 1,600 89,600

37

Contingency Provision for contingency has been provided at about 1.84% of the total project costs, excluding contingencies. Margin Money for Working Capital Provision for margin money for working capital has been made at Rs. 1,600.0 million. For the purpose of the estimates, the current assets comprising of receivables of 60 days, fuel stock of 30 days, O&M expenses of 30 days and spares requirement equal to 1% of the capital cost has been considered. II. Tiroda Project Phase I Phase I of the Tiroda Power Project will comprise of two super critical units of 660 MW each. As set out in the information memorandum dated November 2007 prepared by SBI Capital Markets Limited, the breakdown of the project cost for the first phase of Tiroda project is set out below. Particulars Land and site development Building, Civil Works, Engineering, Procurement and Construction Cost Transmission Line Mining Cost \ Coal Transport Arrangement Preliminary & Pre-operative expenses Interest during construction period Contingency Margin money for working capital Total Cost Land & Site Development The cost for acquiring the land and site development is estimated at Rs. 390 million. Building, Civil Works, Engineering, Procurement and Construction Cost This head includes cost of building, civil works and plant and machineries. Primarily civil works and infrastructure includes expenditure of independent systems such as main plant building, cooling water system, additional RCC chimney, various pump house buildings, storage tanks, coal handing plant, ash handling plant etc. The complete plant and machinery is proposed to be procured through a turnkey EPC contract. The EPC contracts would comprise of civil works contracts, Boiler Turbine generator package (for super critical technology), cooling tower, DM water system, Coal handling system, other BoP mechanical, LT Switchgear, Control & Instrumentation, Initial spares etc. Transmission Line Transmission cost includes supply of transmission towers, earth wire, hardware fittings and accessories for conductor, insulators and cost of ROU/ROW, land etc. to set up two double circuit 400 KV transmission line, one connecting the Project site to the PGCIL substation at Wardha and other to the MSETCL substation at Koradi. Total cost of transmission lines is estimated to be about Rs. 3,160 million. In Rs. Million 390 48,000 3,160 4,400 810 6,340 1,460 1,040 65,600

38

Mining Cost The Company plans to carry out mining by itself for which Company proposes to install equipment and systems required. The requisite equipments and system will be procured and installed by one of the reputed vendor and the contract for the same would be awarded though competitive bidding process. The capital expenditure for mining as estimated by the Company is about Rs. 4,000 million. Water Arrangement The water arrangement for the Project involves building a barrage/dam, raw water pipeline up to plant, pump house and a raw water reservoir. The water arrangement is estimated to cost about Rs. 2,060 million. Coal Transportation Arrangement The Company proposes to transport the coal from mines in wagons. Kolkata-Mumbai Electrified rail route (BG) of SE Railways passes close to Tiroda Town. A spur from the Kachewani Railway Station will be drawn from this rail route to connect the plot. This would have track length of about 2 km. Another railway spur would be required to be drawn from Chandrapur railway station to the mines, which is about 20 kms. The coal transportation infrastructure required for the Project as estimated by the Company is about Rs. 400 million. Township The Company proposes to develop a township for the employees of the Proposed Project. Township will include the residential units, school, hospital, community centre etc. Total cost of township development is estimated to be about Rs. 500 million. Preliminary & Pre-operative expenses Preliminary expenses broadly include design and engineering, appraisal fees, upfront fees to lenders, advisor fees, start up fuel, employee recruitment, audit and accounts, site supervision, operators training and insurance. Interest during construction period Interest during construction period includes interest payable on debt incurred for the project. This has been calculated based on the capital expenditure phasing schedule estimated. Contingency Provision for contingency has been provided at about 2.28% of the total project costs, excluding contingencies. Margin Money for Working Capital Provision for margin money for working capital has been made at Rs. 1,040 million. For the purpose of estimates, the current assets comprising of receivables of 1.5 months, primary fuel stock of 1 month, secondary fuel stock of 2 month, O&M expenses of 1 month and spares requirement equal to 1% of the capital cost has been considered. Phase II Phase II of the Tiroda Power Project will comprise of one super critical unit of 660 MW. As set out in the information memorandum dated January 2008 prepared by SBI Capital Markets Limited, the break up of the project cost for the second phase of Tiroda project is set out below.

39

Particulars Land and site development Building, Civil Works, Engineering, Procurement and Construction Cost Preliminary & Pre-operative expenses Interest during construction period Contingency Margin money for working capital Total Cost Land & Site Development

In Rs. Million 250 22,970 450 2,340 520 500 27,030

The cost for acquiring the land and site development is estimated at Rs. 250 million. Building, Civil Works, Engineering, Procurement and Construction Cost This head includes cost of building, civil works and plant and machineries. The broad civil works and infrastructure includes expenditure of independent systems such as main plant building, cooling water system, additional RCC chimney, various pump house buildings, storage tanks, coal handing plant, ash handling plant etc. The complete plant and machinery is proposed to be procured through a turnkey EPC contract. The EPC contracts would comprise of civil works contracts, Boiler Turbine generator package (for super critical technology), cooling tower, DM water system, Coal handling system, other BoP mechanical, LT Switchgear, Control & Instrumentation, Initial spares etc. Preliminary & Pre-operative expenses Preliminary expenses broadly design and engineering, appraisal fees, upfront fees to lenders, advisor fees, start up fuel, employee recruitment, audit and accounts, site supervision, operators training and insurance etc. Interest during construction period Interest during construction period includes interest etc. This has been calculated based on the capital expenditure phasing schedule estimated. Contingency Provision for contingency has been provided at about 1.96% of the total project costs, excluding contingencies. Margin Money for Working Capital Provision for margin money for working capital has been made at Rs. 500 million. For the purpose of estimates, the current assets comprising of receivables of 1.5 months, primary fuel stock of 1 month, secondary fuel stock of 2 month, O&M expenses of 1 month and spares requirement equal to 1% of the capital cost has been considered. Manpower For details of our employees, please see “Our Business - Employees” on page 88 of this Draft Red Herring Prospectus.

40

Government and Environmental Clearances We have obtained certain of the required government and environmental clearances for the Projects. We are in the process of the obtaining the balance or we may apply for the same based on the stage of development. For more details, see “Government Approvals” on page 372 of this Draft Red Herring Prospectus. Issue Expenses The estimated issue related expenses are as follows: Activities Lead management fee, underwriting and selling commission Advertising and marketing expenses Printing and stationery Others (Monitoring Agent fees, Registrar’s fee, legal fee, listing fee etc.) Total estimated issue expenses
* Will be incorporated after finalisation of Issue Price.

(In Rs. Million) Estimated Expenses* [•] [•] [•] [•] [•]

General Corporate Purposes We intend to deploy the balance Net Proceeds aggregating Rs. [•] million for General Corporate Purposes, including but not restricted to, meeting working capital requirements, initial development costs for projects other than the Projects specified, fund project cost overruns (if any), strategic initiatives, partnerships, joint ventures and acquisitions, meeting exigencies, which our Company in the ordinary course of business may face, or any other purposes as approved by our Board. Bridge Loan As at the date of this Draft Red Herring Prospectus, the Company has availed Rs. 9,000 million unsecured loans as bridge financing. The Company intends to repay such bridge loans from the Net Proceeds or when it draws down its secured loans. The Company may refinance such bridge loans from time to time depending on its funding requirements, including by obtaining further bridge loans from third parties including our Promoters. For details of the bridge loans availed by the Company, please see “Financial Indebtedness – Unsecured Loans” on page 330 of this Draft Red Herring Prospectus. Interim Use of Net Proceeds We, in accordance with the policies established by the Board, will have flexibility in deploying the Net Proceeds received by us from the Issue. The particular composition, timing and schedule of deployment of the Net Proceeds will be determined by us based upon the development of the projects. Pending utilization for the purposes described above, we intend to temporarily invest the funds from the Issue in interest bearing liquid instruments including deposits with banks and investments in mutual funds and other financial products, such as principal protected funds, derivative linked debt instruments, other fixed and variable return instruments, listed debt instruments and rated debentures. Monitoring of Utilisation of Funds We have appointed [●] as the monitoring agency in relation to the Issue. Our Board and [●] will monitor the utilization of the proceeds of the Issue. We will disclose the utilization of the proceeds of the Issue under a separate head along with details, for all such proceeds of the Issue that have not been utilized. We will indicate investments, if any, of unutilized proceeds of the Issue in our Balance Sheet for the relevant Financial Years subsequent to our listing. Pursuant to clause 49 of the Listing Agreement, the Company shall on a quarterly basis disclose to the Audit Committee the uses and applications of the proceeds of the Issue. On an annual basis, the

41

Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only until such time that all the proceeds of the Issue have been utilised in full. The statement will be certified by the statutory auditors of the Company. In addition, the report submitted by the monitoring agency will be placed before the Audit Committee of the Company, so as to enable the Audit Committee to make appropriate recommendations to the Board of Directors of the Company. The Company shall be required to inform material deviations in the utilisation of Issue proceeds to the stock exchanges and shall also be required to simultaneously make the material deviations/adverse comments of the Audit committee/monitoring agency public through advertisement in newspapers. No part of the proceeds from the Issue will be paid by us as consideration to our Promoters, our Directors, Promoter Group companies or key managerial employees, except in the normal course of our business.

42

BASIS FOR ISSUE PRICE The Issue Price will be determined by the Company in consultation with the BRLM on the basis of the assessment of market demand for the offered Equity Shares by the book building process. The face value of the Equity Shares of the Company is Rs. 10 each and the Issue Price is [●] times of the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. Qualitative Factors Some of the qualitative factors which form the basis for computing the price are: • • • • • • The Company expects to benefit from the strong linkages of the Adani Group in the power sector through presence in coal mining, coal trading, shipping and power trading. The Company has secured supply of coal for most of its projects under development. The Company’s power projects enjoy locational advantages. The Company expects to benefit from SEZ status and the Mega Power Project status related tax and other benefits. The Company has entered into long-term power off-take arrangements aggregating 4,744 MW. The Company has an experienced management team with experience of project execution and operations.

For details, please see, “Our Business” and “Risk Factors” beginning on page 68 and XIV, respectively, of this Draft Red Herring Prospectus. Quantitative Factors 1. Earnings Per Share (EPS) Particulars Year ended March 31, 2006 Year ended March 31, 2007 Year ended March 31, 2008 Nine Months ending December 31, Weighted Average Earning Per Share (Face Value Rs. 10 per share) Rupees Weight NA 1 NA 2 NA 3 NA 4 NA

The company has not commenced any commercial activities; hence, there are no earnings, as a result EPS cannot be computed. 2. Price/Earning (P/E) ratio in relation to Issue Price of Rs. [●] (a). (b). Based on the financial statements for years ended March 31, 2006, March 31, 2007 and March 31, 2008, the weighted average EPS is not available. P/E based on profits after taxes, as restated, for the year ended March 31, 2008 is not available. The company has not commenced any commercial activities; hence, there are no earnings as a result P/E cannot be computed. Industry P/E

(c). (d).

43

(i). (ii). (iii).

Highest: 27.5 Lowest: 5.9 Industry Composite: 17.6

Source: Capital Market Vol. XXIV/02; March 23 – April 5, 2009 3. Return on Average Net Worth (RONW) as per restated Indian GAAP financials: Particulars Year ended March 31, 2006 Year ended March 31, 2007 Year ended March 31, 2008 Nine Months ended December 31, 2008 Weighted Average RONW % NA NA NA NA NA Weight 1 2 3 4

The company has not commenced any commercial activities; hence, there are no earnings, as a result EPS cannot be computed. 4. 5. Minimum RONW required for maintaining pre-issue EPS is not applicable. Net Asset Value per Equity Share (i). (ii). (iii). Net Asset Value per Equity Share as on March 31, 2008 and as on December 31, 2008 is Rs. 22.57 and Rs. 10.07, respectively.(1) After the Issue: [●] Issue Price: Rs. [●]

Issue Price per Equity Share will be determined on conclusion of book building process.
(1)

The Company had undertaken a bonus issue of 787,313,868 Equity Shares in the ratio of 4:5 on April 28, 2008. The Company has further allotted 70,878,997 Equity Shares after December 31, 2008. For further details, please see Note 1 to Capital Structure on page 25 of this Draft Red Herring Prospectus. Comparison of Accounting Ratios with Industry Peers Sr. No. Name of the company Face Value (Rs. per Share) 10 10 10 10 EPS (Rs.) P/E Ratio(2) RoNW (%) NAV (Rs.) Sales (In Rs. Million)

6.

1. 2. 3. 4.

5. 6. 7.

Reliance Infrastructure Limited(1) NTPC Limited(1) Tata Power(1) Gujarat Industries Power Co. Limited (1) Reliance Power Limited(1) Torrent Power Limited (1) Adani Power

42.6 8.4 24.6 6.3

10.4 19.0 25.1 10.4

11.5 14.4 8.1 9.2

450.1 65.5 364.9 75.2

61,521 370,910 59,372 9,355

10 10 10

0.3 4.4 NA

NA 10.1 NA

1.1 7.6 NA

56.5 61.2 NA

NA 36,287 NA

44

Sr. No.

Name of the company

Face Value (Rs. per Share)

EPS (Rs.)

P/E Ratio(2)

RoNW (%)

NAV (Rs.)

Sales (In Rs. Million)

Limited Source: Capital Market Vol. XXIV/02; March 23 – April 5, 2009 (1) For the year ended March 31, 2008 (2) Based on market price as on March 16, 2009 7. The Issue Price of Rs. [●] has been determined by our Company in consultation with the BRLM on the basis of the demand from investors for the Equity Shares through the Book Building Process. The BRLM believe that the Issue Price of Rs. [●] is justified in view of the above qualitative and quantitative parameters. Prospective investors should also review the entire Draft Red Herring Prospectus, including, in particular the sections titled “Risk Factors”, “Our Business” and “Financial Statements” beginning on pages XIV, 68 and 237 respectively, of this Draft Red Herring Prospectus to have a more informed view.

45

STATEMENT OF TAX BENEFITS Statement of special tax benefits: Adani Power Limited (herein after referred to as ‘the Company’) is a developer of Special Economic Zone (SEZ) at Village Tunda & Siracha, Kutch, Gujarat over an area of 293-88-10 hectares. The Central Government has already notified the above SEZ vide Notification no. S.O. 742(E) dated May 10, 2007 (F.2/487/2006-SEZ). Being a developer of SEZ, the Company is entitled to certain special tax benefits and the same are listed below. Several of these benefits are dependent on the Company fulfilling the conditions prescribed under the tax law as well as subject to the overall compliance of the law relating to SEZ (including Notification of the SEZ by the Central Government). Hence, the ability of the Company to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfil. A. 1. Direct Taxes The Company has been notified as a Developer of the SEZ in Mundra. Accordingly, the Company is eligible for deduction of 100% of the profits and gains from business of developing a Special Economic Zone, under Section 80-IAB of the Income Tax Act, 1961 (‘ITA’), subject to compliance with conditions specified in Section 80-IAB. This deduction can be claimed for a period of 10 consecutive years in a block of 15 years starting from the year in which the SEZ has been notified by the Central Government. The Company proposes to be engaged in generation of power and therefore it is eligible for deduction of 100% of the profits and gains from the business of generation of power, under Section 80-IA of ITA, for a period of 10 consecutive years in a block of 15 years starting from the year in which the company starts generating power, subject to compliance with conditions specified in Section 80-IA. It may be mentioned that deduction u/s. 80-IA shall be available only in respect of an undertaking which starts generating power on or before March 31, 2010. It may be noted that deduction with respect to same business profits cannot be claimed simultaneously u/s. 80-IAB as well as u/s. 80-IA. 3. The provisions of Minimum Alternative Tax, as contained in Section 115JB of ITA, shall not apply to the income accrued or arising on or after April 1, 2005 from business carried on by the Company in SEZ. The Company, being developer of SEZ, no tax on distributed profits shall be chargeable u/s. 115-O of the ITA in respect of the total income of the Company on any amount of dividends (whether interim or otherwise) declared, distributed or paid by it on or after the April 1, 2005 out of its current income from the activities of developing or developing and maintaining SEZ. Since the company proposes to be engaged in the business of generation of power, by virtue of clause (i) of sub-section (1) of Section 32 of the ITA, the Company has an option to claim depreciation on straight line method on actual cost of the assets instead of written down value method on written down value of block of assets, in respect of the assets acquired on or after April 1, 1997. It may be mentioned here that once the option is exercised, it will apply for all subsequent assessment years. Indirect Taxes : Under Section 26(1) of the Special Economic Zone Act, 2005 the company is entitled to the following exemptions, drawbacks and concessions, subject to the fulfilment of terms and conditions prescribed by the Central Government in this regard, namely:

2.

4.

5.

B. 1.

46

a.

Exemption from any duty of excise, under the Central Excise Act, 1944 or the Central Excise Tariff Act, 1985 or any other law for the time being in force, on goods brought from Domestic Tariff Area to a Special Economic Zone. Drawback or such other benefits as may be admissible from time to time on goods brought or services provided from the Domestic Tariff Area into a Special Economic Zone or services provided in a Special Economic Zone by the service providers located outside India. Exemption from any duty of customs, under the Customs Act, 1962 or the Customs Tariff Act, 1975 or any other law for the time being in force, on goods imported into, or service provided in a Special Economic Zone. Exemption from any duty of customs, under the Customs Act, 1962 or the Customs Tariff Act, 1975 or any other law for the time being in force, on goods exported from, or services provided, from a Special Economic Zone, to any place outside India Exemption from service tax by way of a refund under Chapter-V of the Finance Act, 1994 as amended on taxable services provided to a Developer /co-developer, read with and subject to conditions specified by notification No.9/2009/ST dated March 3, 2009. Exemption from the levy of taxes on the sale or purchase of goods other than newspaper under the Central Sales Tax Act, 1956 if such goods are meant to carry on the authorized operations by the developer of Special Economic Zone.

b.

c.

d.

e.

f.

2.

As per Section 7 of the SEZ Act, 2005, any goods or services exported out of, or imported into, or procured from the Domestic Tariff Area by the Developer shall, subject to such terms, conditions and limitations, as may be prescribed, be exempt from the payment of taxes, duties or cess under enactments specified in the First Schedule of the SEZ Act, 2005. This exemption would inter alia apply to taxes and cess payable under Agricultural Produce Cess Act, Oil Industry (Development) Act, Tobacco Cess Act, Research and Development (R&D) Cess Act, 1986, etc.

3.

As per Section 21(3) read with Section 21(1) of the Gujarat SEZ Act, 2004 as amended the Company is entitled to exemption from stamp duty and registration fees payable on transfer of land, loan agreements, credit deeds and mortgages executed by the company. As per Section 21(3) read with Section 21(1) of the Gujarat SEZ Act, 2004 as amended, the Company is entitled to exemption from tax on sale of goods (other than goods specified in Schedule III of the GVAT Act 2003) by the Company within SEZ. Further, the company is also entitled to exemption from payment of luxury tax, entertainment tax and other taxes and cess payable on sales. Exemption benefit shall be available to the Company on the sales and transactions of goods which have been actually and physically involved in the movement of goods. As per Section 21(3) read with Section 21(2) of the Gujarat SEZ Act 2004 as amended, subject to Section 5A and Section 9(5) of the Gujarat Value Added Tax Act 2003, inputs (goods and services) procured by the Company from Domestic Tariff Area will be exempt from tax on purchase of goods (other than the goods specified in Schedule III of the Gujarat Value Added Tax Act 2003 or goods as notified by the state government) and other taxes under the State law. As per Section 11(2) of Gujarat SEZ Act, 2004 SEZ shall cease to be an area under the jurisdiction of any municipal corporation, municipal council, nagar panchayat or gram panchayat or the notified area constituted under the State laws. Accordingly, it shall have exemption from Municipal Taxes like property tax etc.

4.

5.

6.

47

We would like to mention that Mundra Port & Special Economic Zone Limited (“MPSEZL”) applied for clubbing the two multi product SEZ being developed by MPSEZL with the sector specific power sector SEZ being developed by the Company (“Clubbed SEZ”). The Company applied to the Government of India to act as a Co-developer for the Clubbed SEZ at Mundra with MPSEZL as the Developer. The Ministry of Commerce, Government of India has approved the proposal of the Company to act as Co-developer of the Clubbed SEZ. The approval received from Ministry of Commerce is subject to notification in the Gazette, which is still awaited. Subsequent to the change of status to a co-developer on notification thereof, the Company would continue to avail Tax benefits mentioned above, except that Indirect Tax benefit enumerated at sr. no. 1 & 2 shall not be available in respect of operating and maintaining the power plant and related facilities. Statement of General Tax Benefits: These are the general tax benefits available to the all companies and shareholders, subject to compliance with relevant provisions. A. I. 1. Under the Income Tax Act, 1961 (“ITA”) Benefits available to the company As per Section 10(34) of the ITA, any income by way of dividends referred to in Section 115O (i.e. dividends declared, distributed or paid on or after 1st April, 2003 by domestic companies) received on the shares of any company is exempt from tax. As per Section 10(35) of the ITA, the following income will be exempt in the hands of the Company: (a). (b). (c). Income received in respect of the units of a Mutual Fund specified under clause (23D) of Section 10; or Income received in respect of units from the Administrator of the specified undertaking; or Income received in respect of units from the specified company:

2.

However, this exemption does not apply to any income arising from transfer of units of the Administrator of the specified undertaking or of the specified Company or of a mutual fund, as the case may be. For this purpose (i) “Administrator” means the Administrator as referred to in Section 2(a) of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 and (ii) “Specified Company” means a Company as referred to in Section 2(h) of the said Act. 3. As per Section 2(29A) read with Section 2(42A), shares held in a company or a Unit of a Mutual Fund specified under clause (23D) of Section 10 are treated as long term capital asset if the same are held by the assessee for more than twelve months period immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets would be available if the shares in a company or a Unit of a Mutual Fund specified under clause (23D) of Section 10 are held for more than twelve months. As per Section 10(38) of the ITA, long term capital gains arising to the company from the transfer of long term capital asset being an equity share in a company or a unit of an equity oriented fund where such transaction is chargeable to securities transaction tax will be exempt in the hands of the Company. For this purpose, “Equity Oriented Fund” means a fund – (i). where the investible funds are invested by way of equity shares in domestic companies to the extent of more than sixty five percent of the total proceeds of such funds; and

4.

48

(ii).

which has been set up under a scheme of a Mutual Fund specified under Section 10(23D) of the ITA.

As per Section 115JB, while calculating “book profits” the Company will not be able to reduce the long term capital gains to which the provisions of Section 10(38) of the ITA apply and will be required to pay Minimum Alternate Tax @ 10% (plus applicable surcharge and education cess) of the book profits. 5. The company will be entitled to amortise preliminary expenditure, being expenditure incurred on public issue of shares, under Section 35D(2)(c)(iv) of the ITA, subject to the limit specified in Section 35D(3). As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that investment made on or after April 1, 2007 in the long term specified asset by an assessee during any financial year cannot exceed Rs. 50 Lacs. However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money. A “long term specified asset” for making investment under this section on or after 1st April 2007 means any bond, redeemable after three years and issued on or after the 1st April 2007 by: (i). (ii). 7. National Highways Authority of India constituted under Section 3 of the National Highways Authority of India Act, 1988; or Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

6.

As per Section 111A of the ITA, short term capital gains arising to the Company from the sale of equity share or a unit of an equity oriented fund transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus applicable surcharge and education cess). As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed securities or units or zero coupon bonds will be charged to tax at the concessional rate of 20% (plus applicable surcharge and education cess) after considering indexation benefits in accordance with and subject to the provisions of Section 48 of the ITA or at 10% (plus applicable surcharge and education cess) without indexation benefits, at the option of the Company. Under Section 48 of the ITA, the long term capital gains arising out of sale of capital assets excluding bonds and debentures (except Capital Indexed Bonds issued by the Government) will be computed after indexing the cost of acquisition/ improvement. Under Section 115JAA(1A) of the ITA, credit is allowed in respect of any Minimum Alternate Tax (‘MAT’) paid under Section 115JB of the ITA for any assessment year commencing on or after April 1, 2006. Tax credit eligible to be carried forward will be the difference between MAT paid and the tax computed as per the normal provisions of the ITA for that assessment year. Such MAT credit is allowed to be carried forward for set off purposes for up to 7 years succeeding the year in which the MAT credit is allowable.

8.

9.

49

II. 1.

Benefits available to Resident Shareholders As per Section 10(34) read with Section 115-O(6) of the ITA, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by the domestic companies) received on the shares of the Company is exempt from tax. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long term capital asset if the same are held by the assessee for more than twelve months period immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets would be available if the shares are held for more than twelve months. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of a long term capital asset being an equity share of the Company, where such transaction is chargeable to securities transaction tax, will be exempt in the hands of the shareholder. As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that investment made on or after April 1, 2007 in the long term specified asset by an assessee during any financial year cannot exceed Rs. 50 Lacs. However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money. A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1st day of April 2007: (i.) (ii.) by the National Highways Authority of India constituted under Section 3 of the National Highways Authority of India Act, 1988; or by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

2.

3.

4.

5.

As per Section 54F of the ITA, long term capital gains (in cases not covered under Section 10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is utilised, within a period of one year before, or two years after the date of transfer, in the purchase of a residential house, or for construction of a residential house within three years. Such benefit will not be available: (a). if the individual or Hindu Undivided Family• owns more than one residential house, other than the new residential house, on the date of transfer of the shares; or • purchases another residential house within a period of one year after the date of transfer of the shares; or • constructs another residential house within a period of three years after the date of transfer of the shares; and the income from such residential house, other than the one residential house owned on the date of transfer of the original asset, is chargeable under the head “Income from house property”.

(b).

If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the capital gain, the same proportion as the cost of the new residential house bears to the net consideration, will be exempt.

50

If the new residential house is transferred within a period of three years from the date of purchase or construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be income chargeable under the head “Capital Gains” of the year in which the residential house is transferred. 6. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ shortterm as well as long-term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares of the Company transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus applicable surcharge and education cess). As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed securities will be charged to tax at the rate of 20% (plus applicable surcharge and education cess) after considering indexation benefits or at 10% (plus applicable surcharge and education cess) without indexation benefits, whichever is less. Under Section 48 of the ITA, the long term capital gains arising out of sale of capital assets excluding bonds and debentures (except Capital Indexed Bonds issued by the Government) will be computed after indexing the cost of acquisition/ improvement. Benefits available to Non-Resident Indians/Non-Resident Shareholders (Other than FIIs) As per Section 10(34) read with Section 115-O(6) of the ITA, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by the domestic companies) received on the shares of the Company is exempt from tax. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long term capital asset if the same are held by the assessee for more than twelve months period immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets would be available if the shares are held for more than twelve months. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of long term capital asset being an equity share of the Company, where such transaction is chargeable to securities transaction tax, will be exempt in the hands of the shareholder. As per first proviso to Section 48 of the ITA, in case of a non resident shareholder, the capital gain/loss arising from transfer of shares of the Company, acquired in convertible foreign exchange, is to be computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively incurred in connection with such transfer, into the same foreign currency which was initially utilized in the purchase of shares. Cost Indexation benefit will not be available in such a case. As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of shares of the company will be charged to tax at the rate of 20% (plus applicable surcharge and education cess). As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that investment made on or after April 1, 2007 in the long term specified asset by an assessee during any financial year cannot exceed Rs. 50 Lacs.

7.

8.

III. 1.

2.

3.

4.

5.

51

However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money. A “long term specified asset” for making investment under this Section on or after 1st April 2007 means any bond, redeemable after three years and issued on or after the 1st April 2007 by: (i). (ii). 6. National Highways Authority of India constituted under Section 3 of the National Highways Authority of India Act, 1988; or Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

As per Section 54F of the ITA, long term capital gains (in cases not covered under Section 10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is utilised, within a period of one year before, or two years after the date of transfer, in the purchase of a residential house, or for construction of a residential house within three years. Such benefit will not be available: (a). if the individual or Hindu Undivided Family• owns more than one residential house, other than the new residential house, on the date of transfer of the shares; or • purchases another residential house within a period of one year after the date of transfer of the shares; or • constructs another residential house within a period of three years after the date of transfer of the shares; and the income from such residential house, other than the one residential house owned on the date of transfer of the original asset, is chargeable under the head “Income from house property”.

(b).

If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the capital gain, the same proportion as the cost of the new residential house bears to the net consideration, will be exempt. If the new residential house is transferred within a period of three years from the date of purchase or construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be income chargeable under the head “Capital Gains” of the year in which the residential house is transferred. 7. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ shortterm as well as long-term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares of the Company transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus applicable surcharge and education cess). As per Section 115E of the ITA, in the case of a shareholder being a Non-Resident Indian, and subscribing to the shares of the Company in convertible foreign exchange, in accordance with and subject to the prescribed conditions, long term capital gains arising on transfer of the shares of the Company (in cases not covered under Section 10(38) of the ITA) will be subject to tax at the rate of 10% (plus applicable surcharge and education cess), without any indexation benefit.

8.

9.

52

10.

As per Section 115F of the ITA and subject to the conditions specified therein, in the case of a shareholder being a Non-Resident Indian, gains arising on transfer of a long term capital asset being shares of the Company will not be chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period of six months in any specified asset or savings certificates referred to in Section 10(4B) of the ITA. If part of such net consideration is invested within the prescribed period of six months in any specified asset or savings certificates referred to in Section 10(4B) of the ITA then such gains would not be chargeable to tax on a proportionate basis. Further, if the specified asset or savings certificate in which the investment has been made is transferred within a period of three years from the date of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred. As per Section 115G of the ITA, Non-Resident Indians are not obliged to file a return of income under Section 139(1) of the ITA, if their only source of income is income from specified investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the ITA. As per Section 115H of the ITA, where Non-Resident Indian becomes assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under Section 139 of the ITA to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money. As per Section 115I of the ITA, a Non-Resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing a declaration along with his return of income for that assessment year under Section 139 of the ITA, that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the ITA. For the purpose of aforesaid clauses “Non-Resident Indian” means an Individual, being a citizen of India or a person of Indian origin who is not a “resident”. A person shall be deemed to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in undivided India.

11.

12.

13.

Provisions of the ITA vis-à-vis provisions of the Tax Treaty 1. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the non-resident is resident. As per the provisions of Section 90(2) of the ITA, the provisions of the ITA would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the non-resident. Benefits available to Foreign Institutional Investors (‘FIIs’) As per Section 10(34) read with Section 115-O(6) of the ITA, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April 2003 by the domestic companies) received on the shares of the Company is exempt from tax. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long term capital asset if the same are held by the assessee for more than twelve months period immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets would be available if the shares are held for more than twelve months.

IV. 1.

2.

53

3.

As per Section 10(38) of the ITA, long term capital gains arising from the transfer of long term capital asset being an equity share of the Company, where such transaction is chargeable to securities transaction tax, will be exempt to tax in the hands of the FIIs. As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a “long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that investment made on or after April 1, 2007 in the long term specified asset by an assessee during any financial year cannot exceed Rs. 50 Lacs. However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money. A “long term specified asset” for making investment under this Section on or after 1st April 2007 means any bond, redeemable after three years and issued on or after the 1st April 2007 by: (i) (ii) National Highways Authority of India constituted under Section 3 of the National Highways Authority of India Act, 1988; or Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

4.

5.

As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ shortterm as well as long-term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares of the Company transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus applicable surcharge and education cess). As per Section 115AD of the ITA, FIIs will be taxed on the capital gains that are not exempt under the provision of Section 10(38) of the ITA, at the following rates: Nature of income Long term capital gains Short term capital gains (other than referred to in Section 111A) Rate of tax (%) 10 30

6.

7.

The above tax rates have to be increased by the applicable surcharge and education cess. In case of long term capital gains, (in cases not covered under Section 10(38) of the ITA), the tax is levied on the capital gains computed without considering the cost indexation and without considering foreign exchange fluctuation. 8. As per Section 196D, no tax is to be deducted from any income, by way of capital gains arising from the transfer of shares payable to Foreign Institutional Investor.

Provisions of the ITA vis-à-vis provisions of the Tax Treaty 1. The tax rates and consequent taxation mentioned above will be further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the FII is resident. As per the provisions of Section 90(2) of the ITA, the provisions of the ITA would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII.

54

VI.

Benefits available to Mutual Funds As per Section 10(23D) of the ITA, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India will be exempt from income tax, subject to such conditions as the Central Government may, by notification in the Official Gazette, specify in this behalf.

B.

Benefits available under the Wealth Tax Act, 1957 Asset as defined under Section 2(ea) of the Wealth tax Act, 1957 does not include shares in companies and hence, shares of the Company are not liable to wealth tax in the hands of shareholders.

C.

Benefits available under the Gift Tax Act, 1958 Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares of the Company will not attract gift tax.

Notes: (i). (ii). All the above benefits are as per the current laws. Accordingly, any change or amendment in the laws/regulation would impact the same. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investments in the shares of the company.

The above Statement of Possible Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

55

INDUSTRY OVERVIEW Unless otherwise indicated, all financial and statistical data in the following discussion is derived from websites of and publicly available documents from, various sources, including the website of the Ministry of Power and Central Electricity Authority (“CEA”). The data may have been re-classified by us for the purpose of presentation. Unless otherwise indicated, the data presented excludes captive capacity and generation. Overview of the Indian Economy India is the fourth largest economy in the world after the United States of America, China and Japan in purchasing power parity terms (Source: CIA World Factbook website). India is also amongst the fastest growing economies globally and has grown at an average rate of 7.4% per annum during the last five years. The following table presents a comparison of India’s real GDP growth rate with the real GDP growth rate of certain other countries (in percentages).
Countries Australia Brazil China India Japan Korea South Malaysia Russia Thailand UK USA 2003 3.6 1.0 8.0 4.3 - 0.3 6.2 4.2 4.2 5.2 1.6 2.5 2004 2.8 0.1 9.1 7.6 2.3 2.8 4.9 7.3 6.3 2.1 3.1 2005 3.5 5.1 9.1 6.2 2.9 4.6 7.1 6.7 6.1 3.2 4.4 2006 2.6 2.4 9.3 7.6 2.4 3.9 5.2 5.9 4.4 1.7 3.5 2007 2.8 3.1 10.5 8.5 2.8 5.1 5.5 6.6 4.4 2.6 3.4 2008 (Estimated) 2.5 5.2 9.8 7.3 0.7 4.3 5.5 6.0 4.8 1.1 1.4

(Source: CIA World Factbook website)

Industry Demand-Supply Overview The Indian power sector has historically been characterized by energy shortages which have been increasing over the years. In the period from April 2008 to February 2009, peak energy deficit was estimated to be at 13.8% and normative energy deficit was estimated to be 11.0%. The following table sets forth the peak and normative shortages of power in India from 2003 to February 2009:
Fiscal Year Requirement (MW) 81,492 84,574 87,906 93,255 100,715 108,866 109,809 Peak Availability (MW) 71,547 75,066 77,652 81,792 86,818 90,793 94,634 Shortage (MW) (%) 9,945 12.2 9,508 11.2 10,254 11.7 11,463 12.3 13,897 13.8 18,073 16.6 15,175 13.8 Requirement (MU) 545,983 559,264 591,373 631,757 690,587 739,345 705,724 Normative Availability (MU) 497,890 519,398 548,115 578,819 624,495 666,007 628,016 Shortage (MU) (%) 48,093 8.8 39,866 7.1 43,258 7.3 52,938 8.4 66,092 9.6 73,338 9.9 77,708 11.0

2003 2004 2005 2006 2007 2008 April 2008 – February 2009

(Source: CEA, “Power Scenario at a Glance”, March 2009)

Regional Demand-Supply Scenario The following table displays the peak and normative power shortages in India for the period from April 2008 – February 2009 across different regions in India:

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Peak Requirement Availability Shortage (MW) (MW) (MW) (%) North 33,034 29,504 3,530 10.7 West 37,240 29,603 7,637 20.5 South 28,613 25,487 3,126 8.1 East 12,901 11,664 1,237 9.6 North-East 1,820 1,358 462 25.4 (Source: CEA, “Power Scenario at a Glance”, March 2009) Fiscal Year

Requirement (MU) 205,839 232,022 184,570 74,601 8,692

Normative Availability (MU) 183,963 194,428 170,969 71,142 7,514

Shortage (MU) (%) 21,876 10.6 37,594 16.2 13,601 7.4 3,459 4.6 1,178 13.6

Energy deficit varies widely across India, with the western region having the highest peak and normative energy shortages followed by the northern region. According to the 17th Electric Power Survey, India’s peak demand will reach approximately 152,746 MW with an energy requirement of approximately 968 billion units by fiscal year 2012. By the fiscal year 2017, peak demand is expected to reach 218,209 MW with an energy requirement of 1,392 billion units. Large Energy Deficit Results in Low Per Capita Consumption of Electricity Due to inadequate supply and distribution infrastructure, the per capita consumption of energy in India is extremely low in comparison to most other parts of the world. The following chart shows per capita electricity consumption of energy in 2006 in various developed and developing countries.
Electricity Consumption per capita (KWh) 20000 16,766 15000 10000 5000 0 Canada Japan Germany United Kingdom United States Australia France Russian Federation China Brazil India 13,515 11,309 8,220 7,585 7,175 6,192 6,122 2,060 2,040 503

(Source: IEA, Key World Energy Statistics 2008)

Historical Capacity Additions The energy deficit in India is a consequence of slow progress in the development of additional energy capacity. The Indian economy is based on planning through successive five year plans (“Five-Year Plans”) that set out targets for economic development in various sectors, including power sector. In the implementation of the last three Five-Year Plans (the Eighth, Ninth, and Tenth Five-Year Plans, covering fiscal years 1992 to 2006), less than 50% of the targeted additional energy capacity was added. India added an average of approximately 20,000 MW to its energy capacity in each of the Ninth and Tenth Five-Year Plan periods (fiscal years 1997 to 2001 and 2002 to 2006). (Source: White Paper on Strategy for Eleventh Plan, prepared by CEA and Confederation of Indian Industry (the “White Paper”). The following chart sets forth the targeted energy capacity addition for Five-Year Plans, the installed capacity actually achieved at the end of those Five-Year Plans and the installed capacity actually achieved as a percentage of the targeted capacity additions for each of those Five-Year Plans:

57

40

41

40 35 30 25 GW 20 15 10 5 0 I II III IV V VI VII
4 1 1 2 9 7 5 5 85% 82% 72% 66% 64% 49% 1 3 1 0 20 1 4 22 21

96% 31

100% 90% 80% 70%

54% 1 6

1 9

21 48%

52%

60% 50% 40% 30% 20% 10% 0%

VIII

IX

X

Five-Year Plan T argeted Installed % Achieved

(Source: The White Paper) The total capacity addition during the past 25 years between the VIth and the Xth Five-Year Plans was approximately 91,000 MW. A total capacity addition of 78,577 MW is planned for the XIth Five-Year Plan (2007-12) which should result in substantial investments in the power generation sector. Installed Generation Capacity by Sector and Fuel The following table and diagrams set forth a summary of India’s energy generation capacity as of February 28, 2009 in terms of fuel source and ownership: (in MW) Sector State Private Central Total Hydro Coal 27,055.7 1,230.0 8,592.0 36,877.7 42,125.2 5,241.4 29,760.0 77,126.6 Thermal Gas 3,944.5 4,565.5 6,639.0 15,149.0 Diesel 602.6 597.1 0.0 1,199.8 Total 46,672.3 10,404.0 36,399.0 93,475.3 0.0 0.0 4,120.0 4,120.0 Nuclear R.E.S. (MNRE) 2,247.7 10,994.7 0.0 13,242.4 75,975.7 22,628.7 49,111.0 147,715.4 Total

(Source: CEA, “Power Scenario at a Glance”, March 2009)

State 52%
Hydro 25%

Thermal 63%

Central 33% (Source: CEA, “Power Scenario at a Glance”, March 2009)

Private 15%

Nuclear 3% Renew able Energy Sources (RES) 9%

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The Central and State governments together own and operate over 85.0% of the installed power capacity in India. The private sector has historically been reluctant to enter the market for power plants because of onerous governmental regulations on the construction and operation of power plants and sourcing of fuel for such plants. The participation of the private sector has however been increasing over time owing to power sector reforms. Thermal Power Generation Thermal power plants account for over 63.0% of India’s installed capacity, within which over 82.0% of the capacity is accounted for by coal based plants, on total available thermal capacity, as of February 28, 2009. (Source: CEA “Power Scenario at a Glance”, March 2009) Future Capacity Additions According to the CEA Executive Summary, as on February 28, 2009, India has an installed generation capacity of 147,715.4 MW that has increased at a compound annual growth rate (“CAGR”) of 5.4% between 2003 and 2008. A key risk to the continued growth of the Indian economy is inadequate infrastructure. Infrastructure investment in India is on the rise, but growth may be constrained without further improvements. The Government of India (the “Government”) has identified the power sector as a key sector of focus to promote sustained industrial growth by embarking on an aggressive mission – “Power for All” by 2012 backed by extensive reforms to make the power sector more attractive for private sector investment. According to the Integrated Energy Policy (“IEP”) report dated August 2006 issued by the Planning Commission, India would require additional capacity of about 73-86 gigawatt (“GW”) by 2012, 159190 GW by 2017 and 278–341 GW by 2022, respectively, based on normative parameters in order to sustain a 8-9% GDP growth rate (Source: IEP, Expert Committee on Power). The following table sets forth the additional capacity required by 2012, 2017 and 2022 under different GDP growth rate scenarios:
Assumed GDP Growth Electricity Generation Required (BU) 8.0 9.0 8.0 9.0 8.0 9.0 1,097 1,167 1,524 1,687 2,118 2,438 Peak Demand Installed Capacity Capacity Addition Required(1)

(%) By fiscal 2012 By fiscal 2017 By fiscal 2022

(GW) 158 168 226 250 323 372

(GW) 220 233 306 337 425 488

(GW) 73 86 159 190 278 341

__________
Note: (1) Based on the existing installed capacity of 147 GW in India. Source: IEP Report, Expert Committee on Power

The likely capacity addition during the 11th Five-Year Plan is 78,700 MW. (Source: CEA, “Power
Scenario at a Glance”, March 2009)

Given India’s large coal reserves, coal is expected to continue to dominate as a source of fuel for power plants in India. India has the fourth largest coal reserves in the world. However, in the past there were restrictions on the entry of private sector players into coal mining, which had caused India’s coal production to remain low in comparison to its reserves. These restrictions have now been removed and private participation is allowed in coal mining. The total coal production for the fiscal year 2005 was 377.27 million tonnes and for April-December 2005 was 282.43 million tonnes. The total geological

59

coal reserves of India have been estimated at 253.30 billion tonnes as of January 1, 2006. (Source: Ministry of Coal) In 2004, the Government of India set up a committee on coal sector reforms that led to several new initiatives being launched to encourage coal-based independent power plants in the country. These have increased the prospects of coal blocks being allotted to various private sector entities. Coal is already the key contributor to India’s energy scenario with 55.0% of the current total commercial energy needs being met by coal. Given India’s large coal reserves and favourable policy outlook, coal is expected to continue to be the dominant source of energy for India and play a major role in sustaining India’s economic growth. Power Scenario in Western India The power requirements of Western India are met by the power generated by state utilities, Independent Power Producers (“IPPs”) and the state government’s share in the power generated by the central power stations. The total installed capacity in the western region as on February 28, 2009 was 45,598.1 MW. Details of the installed capacity in the Western region are given below: Installed Capacity as on February 28, 2009:
Sector State Private Central Total Hydro 5,484.5 444.0 1,520.0 7,448.5 Coal 15,502.5 3,290.0 6, 875.2 25,667.7 Thermal Gas Diesel 1,430.8 17.3 1,658.5 0.2 3,512.0 6,600.8 0.0 17.5 Nuclear Total 16,950.6 4,948.2 10,387.2 32,286.2 0.0 0.0 1,840.0 1,840.0 Wind 330.9 3,692.7 0.0 4,023.6 Total 22,766.0 9,084.9 13,747.2 45,598.1

(Source: CEA, “Power Scenario at a Glance”, March 2009)

Demand Supply Scenario in Western India
Period Peak Demand (MW) 9th plan end 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 April – February 2009 26,510 28,677 29,704 31,085 31,772 36,453 38.277 37,240 Peak Met (MW) 22,024 22,853 23,657 24,128 25,257 27,463 29,385 29,603 Peak Deficit/ Surplus (MW) -4,486 -5,824 -6,047 -6,957 -6,515 -8,990 -8,892 -7,637 Peak Deficit/ Surplus (%) -16.9 -20.3 -20.4 -22.4 -20.5 -24.7 -23.2 -20.5 175,016 190,745 191,680 204,048 215,983 232,391 247,173 232,022 156,793 166,687 171,236 181,010 186,904 196,117 208,228 194,428 Energy Requirement (MU) Energy Availability (MU) Energy Deficit/ Surplus (MU) -18,223 -24,058 -20,444 -23,038 -29,079 -36,274 -38,945 -37,594 Energy Deficit/ Surplus (%) -10.4 -12.6 -10.7 -11.3 -13.5 -15.6 -15.8 -16.2

February 35,241 29,013 -6,228 -17.7 2009 (Source: CEA, “Power Scenario at a Glance”, March 2009)

20,685

17,095

-3,590

-17.4

State-wise Demand Supply Scenario in Western India for the period April 2008 to February 2009
State/Union Territories Gujarat Chhattisgarh M.P. Maharashtra Daman and Diu Dadar and Nagar Haveli Goa Peak Demand (MW) 11,841 2,887 7,564 18,049 225 466 464 Peak Deficit (MW) 3,024 57 754 4,674 25 32 51 Peak Deficit ( %) 25.5 2.0 10.0 25.9 11.1 6.9 11.0 Energy Requirement (MU) 61,910 13,682 38,262 110,767 1,630 3,239 2,532 Energy Deficit (MU) 6,654 395 6,379 23,792 202 132 40 Energy Deficit (%) 10.7 2.9 16.7 21.5 12.4 4.1 1.6

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(Source CEA, “Power Scenario at a Glance”, March 2009)

Likely Capacity Addition in XIth Five-Year Plan Period (Sector-Wise) The likely capacity addition (sector-wise and state-wise) in the Western region during XIth Five-Year Plan is given below:
Sector State Private Central Total Hydro 250.0 400.0 520.0 1,170.0 Coal 7,525.0 4,370.0 4,980.0 16,875.0 Thermal Gas Diesel 1,467.0 0.0 1,128.0 0.0 740.0 0.0 3,335.0 0.0 Nuclear Total 8,992.0 5,498.0 5,720.0 20,210.0 0.0 0.0 0.0 0.0 Wind 0.0 0.0 0.0 0.0 Total (MW) 9,242.0 5,898.0 6,240.0 21,380.0

(Source: CEA, “Power Scenario at a Glance”, March 2009)

It is expected that despite the planned capacity addition, the Western region will continue to have deficit in peak power. Organization of the Power Industry The following diagram depicts the current structure of the Indian power industry:

Key to the diagram: CPSUs Discoms ED IPP SEB STU Central Public Sector Undertakings Distribution Companies Electricity Department Independent Power Producer State Electricity Board State Transmission Units

Transmission and Distribution In India, the transmission and distribution system is a three-tier structure comprising regional grids, state grids and distribution networks. The five regional grids, structured on a geographical contiguity basis, facilitate transfer of power from a power surplus state to a power deficit state. The regional grids also facilitate the optimal scheduling of maintenance outages and better co-ordination between the power plants. The regional grids are to be gradually integrated to form a national grid, whereby surplus power from a region could be transferred to another region facing power deficits, thereby facilitating a more optimal utilization of the national generating capacity.

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Most inter-regional and interstate transmission links are owned and operated by the Power Grid Corporation of India Limited (“PGCIL”) though some are jointly owned by the State Electricity Boards (“SEBs”). PGCIL is the central transmission utility of India and possesses one of the largest transmission networks in the world. PGCIL has a pan India network presence of around 69,480 circuit kms of transmission network, 116 extra high voltage alternation current and high voltage direct current substations, and a total transformation capacity of 77,217 mega volt ampere. About 45% of the total generating capacity in India is transmitted through PGCIL’s system. (Source: http:powermin.nic.in and http:powergridindia.com). PGCIL is working towards establishment of an integrated national power grid, in a phased manner, in order to strengthen the regional grids and to support the generation capacity addition program of about 80,000 MW during the Eleventh Five-Year Plan period. The existing inter – regional power transfer capacity of 17,000 MW is expected to be enhanced to 37,000 MW by 2012 through creation of “Transmission Super Highways”. Based on expected generation capacity addition in XIth Five Year Plan, an investment of approximately Rs. 750.00 billion is envisaged in central sector and approximately Rs. 650.00 billion is envisaged in the state sector. (Source: http://powermin.nic.in) State grids and distribution networks are primarily owned and operated by the respective SEBs or state governments (through state electricity departments). State distribution networks are managed at the state level and continue to be affected by high aggregate technical and commercial (“AT&C”) losses estimated to be approximately 35%, which implies that 35% of power entering the system is lost during distribution. (Source: http://powermin.nic.in) A direct consequence of the high AT&C losses is the poor financial condition of SEBs, thereby constraining the SEBs from making any meaningful investments in generation and in upgrading the transmission and distribution (“T&D”) network. Power Trading Historically the main suppliers and consumers of bulk power in India have been the various government controlled generation and distribution companies who typically contracted power on a long term basis by way of power purchase agreements (“PPAs”) with regulated tariffs. However, in order to encourage the entry of merchant power plants and private sector investment in the power sector, the Electricity Act recognized power trading as a distinct activity from generation, T&D and has facilitated the development of a trading market for electricity in India by providing for open access to transmission networks for normative charges. Power trading involves the exchange of power from suppliers with surpluses to suppliers with deficits. Seasonal diversity in generation and demand, as well as the concentration of power generation facilities in the resources-rich eastern region of India, has created ample opportunities for the trading of power. Recent regulatory developments include the announcement of rules and provisions for open access and licensing related to interstate trading in electricity. Several entities have started trading operations or have applied for trading licenses. With the aid of the reforms, the volume of power traded as well as its traded price has grown rapidly over the last few years. The following graph and table shows the increasing volume and higher prices of power traded in India for the periods indicated:-

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Increasing Volumes of Power Traded
25,000 20,965 20,000 15,023

Increasing Traded Volume at Higher Prices Electricity Traded (Units MUs) Price Rs Rs.0.00 – 2.00 Rs.2.00 – 4.00 Rs.4.00 – 6.00 FY07 252.2 2732.7 10507.4 461.7 FY08 4729.6 2647.7 4094.1 5292.5 556.9 0 13953.9
Source: CERC

15,000 11,029 10,000 11,847

14,188

5,000 1,617 0

4,178

Rs.6.00 – 8.00 Rs.8.00 – 10.00 Rs.10.00-12.00

Source: Power Trading Corporation

Total

17325.1

Tariffs The main objectives of the National Tariff Policy (“NTP”) notified by the Government of India on January 6, 2006, include promoting competition, efficiency in operations and improvements in the quality of supply and ensuring the availability of electricity to consumers at reasonable and competitive rates. The NTP reiterates the importance of implementing competition in different segments of the electricity industry as highlighted in the Electricity Act and that competition will lead to significant benefits to consumers through reduction in capital costs and improved efficiency of operations. It will also facilitate the determination of price through competition. The NTP stipulates that all future power requirements should be procured competitively by distribution licensees except in cases of expansion of existing projects or where there is a state controlled or stateowned developer involved, in which case, regulators will need to resort to tariffs determined by reference to standards of the CERC, provided that expansion of generating capacity by private developers for this purpose will be restricted to a one-time addition of not more than 50% of the existing capacity. Under the NTP, even for public sector projects, tariffs for all new generation and transmission projects will be decided on the basis of competitive bidding after a certain period of time. Merchant Power Plants Merchant power plants (“MPPs”) generate electricity for sale at market driven rates in the open wholesale market. Typically, the MPPs do not have long-term PPAs and are built and owned by private developers. Merchant sales, however, include sale of power under short-term PPAs and on spot basis. Many new private sector players are beginning to adopt the MPP model for their projects to generate higher returns as opposed to selling power through a long term PPA, as the off take risk is perceived to be low in view of significant power shortages in the country. The MPPs can sell power to the power trading companies (like the Power Trading Corporation), the SEBs and industrial and bulk customers. Indian Energy Exchange (IEX) Indian Energy Exchange (“IEX”) is India’s first nation-wide automated and online electricity trading platform. IEX seeks to catalyze the modernization of electricity trade in India by allowing trading through a technology enabled platform. On June 9, 2008, IEX received Central Electricity Regulatory Commission approval for commencing operations. IEX is a demutualised exchange that will enable efficient price discovery and price risk management in the power trading market. IEX offers a broader

63

choice to generators and distribution licensees for sale and purchase of power facilitating trade in smaller quantities. IEX enables participants to precisely adjust their portfolio as a function of consumption or generation. (Source: www.iexindia.com). Steam Power Plants The process of generation of power from steam power plants, utilizing coal or lignite fuel, essentially entails two stages. In the first stage, the chemical energy stored in the coal is converted into heat energy in coal-fired boilers. In the second stage, high-pressure steam, which is generated in the boilers, is passed through turbines (through conversion of heat energy into mechanical energy), which in turn is coupled to generators (through conversion of mechanical energy into electrical energy), thereby generating electricity. The water steam cycle essentially contains a coal-fired steam generator, a steam turbine with condenser, a feed-water tank, low-pressure (“LP”) heaters and high-pressure (“HP”) heaters and connecting pipelines. The superheated steam produced in the steam generator is supplied to the steam turbine, which drives the three-phase AC generator. After leaving the HP turbine, the steam is reheated in the steam generator and fed to the intermediate pressure (“IP”) turbine. In the LP turbine, the steam coming directly from the IP turbine expands to condenser pressure and is condensed in the condenser. Closed cycle water system is used for cooling the condenser. The condensation collected in the condenser hot well is discharged by the condensate pumps and supplied via the LP condensate heaters into the feedwater tank. The feedwater is further heated by bled steam from turbine and dissolved gases from the feedwater are liberated. The boiler feed pumps discharge feed water from the feedwater tank via the HP heaters to the economizer. Steaming starts from this point onwards. The high temperature steam water mix is further converted into steam in water walls and finally passed through the super heaters sections for converting the saturated steam into superheated steam.

Steam power plant cycles are characterized by the pressure level at which they operate. Sub-critical cycles use pressures below the critical pressure of water. Typical popular unit sizes of large plants are in multiples of 125 /135 MW, 250/300 MW, 500 MW or 600 MW. On the other hand, supercritical cycles operate above the critical pressure providing higher efficiency. These cycles have varying unit sizes and varying parameters.

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Boiler types can be alternatives of various capacity parameters, namely: • • • • Atmospheric Fluidized Bed Combustion type (“AFBC”); Circulating Fluidized Bed Combustion type (“CFBC”); Pulverized Fuel type (“PF”); and Stoking Boilers.

Regulatory Control In India, control over the development of the power industry is shared between the central and the state governments. The Ministry of Power is the highest authority governing the power industry in India. The CEA, a statutory organization constituted under the Supply Act (as defined hereinafter), is the technical branch of the Ministry of Power assisting in technical, financial and economic matters relating to the electricity industry. The CEA is responsible for giving concurrence to schemes involving capital expenditure beyond a certain limit fixed by the Government from time to time, and it is also responsible for the development of a sound, adequate and uniform power policy in relation to the control and utilization of national power resources. The Central Electricity Regulatory Commission constituted under the Electricity Regulatory Commissions Act 1998 is an independent statutory body with quasi-judicial powers. Its main functions include the formulation of policy and the framing of guidelines with regard to electricity tariffs. Several states have set up State Electricity Regulatory Commissions (“SERCs”). The SERCs are engaged in regulating the purchase, distribution, supply and utilization of electricity, tariff and charges payable, as well as the quality of service. State governments have set up SEBs at the state level, which are responsible for ensuring that the supply, transmission and distribution of electricity in such states is carried out in the most economical and efficient manner. These SEBs are required to coordinate with power generating companies, as well as the government entities that control the relevant power grids. Some states have amalgamated their respective SEBs to form Regional Electricity Boards, to ensure that electricity supply, transmission and distribution policies are consistently applied. Private sector companies operating in the electricity supply, transmission and distribution industry report to the Ministry of Power, as well as their respective SEBs and their SERCs. Regulatory Structure
Government of India State Governments

Planning Commission Comm.

Ministry of Power

SMoP

SERC

CCEA

MNES

CPSUs

CEA

SEB SU

CERC

REBs

DAE Private Multi-State NPCIL Private One-State

Key to the diagram: CCEA MNES CPSUs CEA CERC REBs SMoP Cabinet Committee on Economic Affairs Ministry of Non-Conventional Energy Sources Central Public Sector Undertakings Central Electricity Authority Central Electricity Regulatory Commission Regional Electricity Boards State Ministry of Power

65

SU SEB SERC DAE NPCIL

State Undertaking State Electricity Board State Electricity Regulatory Commission Department of Atomic Energy Nuclear Power Corporation of India Limited

Regulations The Electricity (Supply) Act, 1948 of India (the “Supply Act”) lays down the broad institutional framework for regulating the power industry. The Supply Act led to the setting-up of the SEBs, which are the state government agencies with the sole responsibility for generation, transmission and distribution of electricity within each state. However, due to systemic deficiencies and the need to overcome shortcomings of the existing regime, which focused primarily on generation and not on T&D, the Government passed the Electricity Act in 2003. The Electricity Act is a comprehensive legislation which replaced the Indian Electricity Act, 1910, the Supply Act and the Electricity Regulatory Commission Act, 1998 (the “ERC Act”). The Electricity Act was introduced with the aim to increase commercial growth and enable the states and the central agencies to progress in harmony. Until now, 13 states including Delhi and Orissa have unbundled/corporatized their SEBs under the Accelerated Power Development and Reforms Programme (“APDRP”) (Source: Ministry of Power Performance Report 2005-06). The Electricity Act has liberalized and de-licensed the power generation sector. This has resulted in an increase in the captive capacity additions by industrial units, thereby reducing the dependence on external providers. The requirement of techno-economic clearance has also been eliminated (except for hydro-electric projects). Open access has been allowed to transmission lines, both by distribution licensees as well as generating companies. Distribution licensees will be free to take up generation and generation companies will be free to take up distribution. Trading has been permitted as a distinct activity. The Electricity Act also provides for multiple distribution licensees in a single area. In May 2007, the Government passed the Electricity (Amendment) Bill, 2007 recommending amendments to the Electricity Act. Subsequent to this, the Electricity (Amendment) Act was passed in June 2007. The amendments broadly relate to: • • • • the term “elimination” has been omitted in relation to cross-subsidies; captive units will not require a license to supply power to any user; strict action against unauthorized usage of power; and power theft has been recognized as a criminal offence, punishable under Section 173 of the Code of Criminal Procedure, 1973.

The Government has omitted the term “eliminated” in the context of cross-subsidies. Earlier, the Electricity Act stated that the cross-subsidy surcharge and cross subsidies shall be progressively reduced and eliminated. In the tariff policy issued in January 2006, the Government suggested that by the end of 2010-11, tariffs should be +/- 20% of the cost of supply, in conjunction to the Electricity Act, which envisaged a complete elimination of cross-subsidies. For this, the policy suggested that SERCs prepare a road map to achieve this target. However, the amendment suggests that crosssubsidies would be reduced gradually, and not completely eliminated, in accordance with the earlier provision of “elimination of cross-subsidy”. Hence, the amendment is likely to make states more lenient in setting targets for cross-subsidy reduction. Consequently, this may act as a setback to the reformation process, as elimination of cross-subsidies is an important pre-requisite for tariff rationalization and improving the financials of state utilities. The amendments related to penalties for unauthorized usage of power and recognition of power theft as an offence punishable under Section 173 of the Code of Criminal Procedure, 1973, are to ensure strict action against power theft. These amendments would simplify the process of identifying those consumers stealing power, as well as increase the assessment amount, which would help curb losses in the system. This is expected to further strengthen the drive by respective state utilities to eliminate power theft and improve operational efficiencies. According to the Central Electricity Authority, India faced T&D losses of around 33% in 2003-2004, which implies that one-third of the power is lost due to theft, pilferage and technical inefficiencies. In fact, a large part of the power lost is through theft and unaccounted agricultural consumption. Therefore, focused efforts towards eliminating theft of power

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can help reduce distribution losses substantially. Ultra Mega Power Projects With the aim of meeting India’s significant power requirements, the Government has proposed the construction of nine Ultra Mega Power Projects (“UMPPs”). The award of the projects is based on competitive bidding processes, with the amount of the normalized tariff for 25 years being a significant factor in the selection process. Each of the UMPPs will provide a power generation capacity of 4,000 MW and use coal as fuel. The Government will ensure land and environmental clearances, off-take agreements, payment security mechanisms and also provide for fuel linkages in some cases to ensure efficient implementation of the UMPPs. The UMPPs will be awarded to developers on a Build-OwnOperate basis in which the developer builds, owns and operates the UMPP. The nine UMPPs, with a total power generation capacity of 36,000 MW, are expected to be awarded and built at nine different locations in India over the next seven to eight years. To date, four UMPPs have been awarded – the project in Mundra, Gujarat has been awarded to The Tata Power Company Limited and the projects in Sasan, Madhya Pradesh, Krishnapattam, Andhra Pradesh and Tilaiya, Jharkhand have been awarded to Reliance Power Limited. Captive Power Generation in India Captive power refers to power generation from a project set up for captive industrial consumption. Due to the continuing shortage of power and India’s economic growth, there has been an increase in the requirement for captive power projects in India. As most captive units are based on diesel generator sets, the cost of generation has increased sharply with rising crude oil and diesel prices.

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OUR BUSINESS Overview We are a power project development company, which is developing, and will operate and maintain, power projects in India. We have four thermal power projects under various stages of development, with a combined installed capacity of 6,600 MW. In addition, we are also planning to develop two power projects with a combined installed capacity of 3,300 MW. We intend to sell the power generated from these projects under a combination of long-term power purchase agreements to industrial and state-owned consumers and on merchant basis. We are part of the Adani Group, a leading business group in India. Adani Enterprise Limited (“AEL”), our Promoter, is the flagship company of the Adani Group, with total revenues of Rs. 196,097.10 million for the fiscal year 2008. We believe AEL was one of the largest traders of coal in India for the three years period ended March 31, 2008, with coal mining rights both in the international and domestic markets, and according to Central Electricity Regulatory Commission, for the three years period ended March 31, 2008, AEL was one of the largest power traders, by volume, in India. With the commissioning of our power projects, the Adani Group will be vertically integrated in power sector value chain through presence in related activities such as coal mining, coal trading, shipping, power generation, power transmission and power trading. Another Adani Group company, Mundra Port and Special Economic Zone Limited (“MPSEZL”), owns and operates one of the largest private sector commercial ports in India and a Special Economic Zone (“SEZ”) at Mundra, leading to strong synergies with our projects being set up in close vicinity. In addition, the Adani Group also has operations in other industries, including commodities trading, real estate development, agro processing and logistics. We expect that we will benefit from Adani Group’s strategy of vertical integration, which gives us greater control over various activities of power generation and trading. Our Power Projects We currently have four thermal power projects under various stages of development: • Mundra Phase I and II Power Project will have four sub-critical generation units of 330 MW each, with combined capacity of 1,320 MW. The boiler, turbine and generator (“BTG”) package for Mundra I and II was awarded to Sichuan Machinery and Equipment Import and Export Company Limited and Kowa Company Limited, respectively. We currently expect that the first 330 MW unit of Mundra Phase I and II Power Project will be commissioned by June 2009, and that the power project will be fully commissioned by February 2010. Mundra Phase III Power Project will have two super-critical generation units of 660 MW each, with combined capacity of 1,320 MW. The engineering, procurement and construction (“EPC”) contract for Mundra III was awarded to SEPCO-III Electric Power Construction Corporation and Shandong Tiejun Electric Power Engineering Company Limited. We currently expect that the first 660 MW unit of Mundra Phase III Power Project will be commissioned by January 2011, and that the power project will be fully commissioned by June 2011. Mundra Phase IV Power Project will have three super-critical generation units of 660 MW each, with combined capacity of 1,980 MW. The EPC contract for Mundra IV was awarded to SEPCO-III Electric Power Construction Corporation and Shandong Tiejun Electric Power Engineering Company Limited. We currently expect that the first 660 MW unit of Mundra Phase IV Power Project will be commissioned by August 2011, and that the power project will be fully commissioned by April 2012. Tiroda Power Project will have three super-critical generation units of 660 MW each, with combined capacity of 1,980 MW. The BTG package for Tiroda was awarded to Sichuan Machinery and Equipment Import and Export Company Limited. We currently expect that the first 660 MW unit of Tiroda Power Project will be commissioned by July 2011, and that the power project will be fully commissioned by April 2012.

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We are also planning to develop two thermal power projects at Dahej and Kawai with a combined installed capacity of 3,300 MW. Power projects set up under the SEZ policy and the Mega Power Project policy are eligible for certain tax and other benefits. For further details, see “Statement of Tax Benefits” on page 46 of this Draft Red Herring Prospectus. Our Mundra Phase I and II Power Project and Mundra Phase III Power Project are currently being developed as sector-specific SEZs and we have applied for a sector-specific SEZ approval for the Mundra Phase IV Power Project. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sector- specific power sector SEZ being developed by us ("Combined SEZ"). We have applied to the Government of India to act as a codeveloper for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce and Industry, Government of India (“Ministry of Commerce”) has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. We have applied for an approval to develop the power project located at Tiroda under the Mega Power Project policy of the Government of India. We intend to capitalize on the emerging opportunities in the Indian power generation sector, which are being driven by the current and expected demand and supply imbalance in India. Notwithstanding various policy initiatives within India to diversify fuel mix, with the limited reserve potentiality of petroleum and natural gas, eco-conservation, restrictions on hydroelectric power projects, and the geopolitical perception of nuclear power, we believe that it is likely that coal will continue to be the primary generator of energy in India. The following chart outlines the corporate organizational structure of our power projects under development or planning: Adani Power Limited Mundra Power Projects 4,620 MW

76.64% Adani Power Maharashtra Limited Tiroda Power Project 1,980 MW

100.0% Adani Power Dahej Limited Dahej Power Project 1,980 MW

100.0% Adani Power Rajasthan Limited Kawai Power Project 1,320 MW

Projects under development Our Competitive Strengths

Planned projects

We believe that we are well positioned to benefit from the growth opportunities in the Indian power sector due to the following competitive strengths: We expect to benefit from the strong linkages of the Adani Group in the power sector through presence in coal mining, coal trading, shipping and power trading We are part of the Adani Group, which seeks to be vertically integrated in the Indian power sector. As illustrated below, the Adani Group has active operations in coal mining, coal trading, shipping and

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power trading, and has ventured into power generation and power transmission through projects being set up by our Company.

Coal Mining

Coal Trading

Shipping

Power Generation

Power Transmission

Power Trading

• •

Exclusive mining contracts in Indonesia Mining blocks in India

One of the largest trader of coal in India importing 10.2 MMT during FY 2008

Two capsize vessels ordered and to be delivered by 2010

Four projects • under development for 6,600 MW; two projects under planning for 3,300 MW

Transmission lines being constructed to evacuate power generated at our power projects

One of the largest power trader in India for FY 2008, 1.32 billion units traded

The Adani Group has coal mining rights in both the international and domestic markets. PT Adani Global, a wholly owned subsidiary of AEL, has entered into agreements with holders of long-term exploitation licenses to exclusively mine coal in Bunyu island, Indonesia. In addition, we have also been allocated two coal blocks in India to mine coal for our Tiroda Power Project. The Standing Linkage Committee, Ministry of Coal has also recommended coal linkages for generating up to 1,366 MW and 1,180 MW of power from Mundra Phase IV Power Project and Tiroda Power Project, respectively. Adani Shipping Pte Limited, Singapore, a wholly owned subsidiary of AEL, has entered into a contract for the purchase of two newly-built capesize vessels with expected delivery by December 2010 for transportation of coal from the Indonesian coal mines operated by AEL. AEL was also one of the largest power traders, by volume, in India for the three years period ended March 31, 2008. To further integrate the Adani Group’s power generation and trading operations, we are constructing transmission lines for evacuating power generated at our power projects. We believe that the Adani Group has established diversified sourcing and distribution networks and that its industry expertise enables it to effectively capitalize on and manage risks associated with opportunities across markets. We expect that we will benefit from the Adani Group’s strategy of vertical integration which gives us greater control over various activities of power generation. We have access to experienced personnel in mining and power trading businesses pursuant to the shared services agreement with MPSEZL and AEL. We also expect to benefit from the Adani Group’s strong project development and management experience while developing our power projects. We have secured supply of fuel for many of our power projects One of the critical success factors for any power generation project is the availability of cost-effective fuel sources throughout the lifetime of the power project. Mundra power projects: Our Mundra power projects are located along the coast and will utilize imported coal as primary fuel for its operations. We have entered into long-term coal supply arrangements for importing coal with AEL for our Mundra power projects. PT Adani Global, a wholly owned subsidiary of AEL, has entered into agreements with holders of long-term exploitation licenses to exclusively mine coal in Bunyu island, Indonesia. For Mundra Phase I and II Power Project and Mundra Phase III Power Project, AEL proposes to procure the coal from PT Adani Global which will source such coal from these mines in Indonesia. Additionally, the Standing Linkage Committee, Ministry of Coal has also recommended a coal linkage for generating up to 1,366 MW of power for our Mundra Phase IV Power Project and the balance coal requirement will be supplied by AEL to the power project site. As a result of our long-term coal supply agreements and relationship with the supplier, we believe we benefit from competitive pricing for coal for the Mundra power projects.

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Tiroda Power Project: We have been allocated coal blocks at Lohara West and Lohara Extension for generating up to 1,000 MW of power at our Tiroda Power Project which have estimated coal reserves of approximately 170 million metric tons (“MMT”) and an average gross calorific value (“GCV”) ranging between 4,290 and 5,590 Kcal/kg, according to the geological report prepared by the Central Mine Planning and Design Institute Limited. The Standing Linkage Committee, Ministry of Coal has also recommended allocation of coal for generating up to 1,180 MW of power at the Tiroda Power Project. Our power projects enjoy locational advantages Our power projects enjoy locational advantages in terms of easy access to fuel, water and proximity to power deficit areas. All our power projects under development are located in Western India, where according to the CEA, the peak deficit was 7,637 MW for the period between April 2008 and December 2008. We believe that our power projects are well positioned to serve this deficit in power supply. Our Mundra power projects are located close to the Mundra port, which is owned and operated by MPSEZL, Promoter Group company. MPSEZL has proposed to set-up a coal jetty at a distance of approximately five km from the Mundra power project site and imported coal can be transferred from this coal jetty to the power project by conveyor belts and/or railway lines. Close proximity to the sea will ensure water for steam generation and cooling. The Tiroda Power Project is located in Tiroda Industrial Area developed by the Maharashtra Industrial Development Corporation (“MIDC”), adjacent to the state highway. The project is approximately 260 km from the Lohara West and Lohara Extension coal blocks, which are the designated coal blocks to supply coal for the Tiroda Power Project. The project site is expected to be connected to the coal blocks by rail. We have been allocated water for the project from the nearby Wainganga river. We expect to evacuate power through Power Grid Corporation of India Limited (“PGCIL”) and Maharashtra State Electricity Distribution Company Limited (“MSEDCL”) sub-stations. We expect to benefit from SEZ status and the Mega Power Project status related tax and other benefits Our Mundra Phase I and II Power Project and Mundra Phase III Power Project are being developed as sector-specific SEZs and we have applied for a sector-specific SEZ approval for the Mundra Phase IV Power Project. The SEZ status will entitle us to benefits in terms of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the project. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sector-specific power sector SEZ being developed by us. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. We have applied to develop the Tiroda Power Project under the Mega Power Project Policy of the Government of India, under which we will able to benefit from certain exemptions from income tax, excise duty and customs duty on import of goods and services for setting up the project. For further details, please see “Regulations and Policies” and “Statement of Tax Benefits” on pages 124 and 46, respectively, of this Draft Red Herring Prospectus. These benefits will help us reduce the cost of equipment and improve our profit margins once we commence operations. We have entered into long-term power off-take arrangements for our Mundra and Tiroda power projects We have entered into two off-take agreements with Gujarat Urja Vikas Nigam Limited (“GUVNL”) for the supply of 1,000 MW of power produced from the Mundra Phase I and II Power Project, and for the supply of 1,000 MW of power produced from the Mundra Phase III Power Project. We have also entered into two off-take agreements with Uttar Haryana Bijli Vitran Nigam Limited (“UHBVNL”) and Dakshin Haryana Bijli Vitran Nigam Limited (“DHBVNL”), for the sale of a total of 1,424 MW of

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power produced from Mundra Phase IV Power Project. We have also entered into an off-take arrangement with MSEDCL for the supply of 1,320 MW of power generated from the Tiroda Power Project. Off-take agreements generally provide that the consumer purchases power in pre-determined quantities at fixed rates and surplus power, if any, may then be sold to other consumers in the unregulated market. We expect that the power produced in excess of what is sold under our Mundra Phase I and II Power Project, Mundra Phase IV Power Project, and Tiroda Power Project off-take agreements will be sold on merchant basis. Further, we have entered into an agreement with AEL for selling up to 221 MW of surplus power from Mundra Phase III Power Project on merchant basis. In addition, we may supply surplus power to various units within the MPSEZL. These arrangements will allow us to mitigate our off-take risk, while enabling us to sell the residual power at market determined rates. We have an experienced management team with a track record of project execution We have been able to attract managerial and technical talent. Our management team has an established track record, knowledge in the power generation sector and relevant experience in India. We are managed by experienced and highly qualified professionals. The team has prior exposure in implementing and operating large power projects, and we believe this is one of our key competitive strengths in view of the large size of the projects that we are simultaneously implementing. See “Our Management” on page 143 of this Draft Red Herring Prospectus. Our Strategy Capitalize on the growth of the Indian power generation sector The power sector in India has historically been characterized by power shortages that have consistently increased over time. According to the Central Electricity Authority, the total peak shortage was 15,175 th MW as of December 31, 2008. As per the IEP Report, the Expert Committee on Power, in the XI Plan (2007-2012), a capacity addition of 73 Gigawatts (“GW”) and 86 GW, assuming a 8.0% and 9.0% GDP growth rate, respectively, would be required by 2012. Although recent reports indicate that the GDP growth rate is likely to be lower, we believe that our four power projects under development will play a significant role in the growth of the Indian power sector. Further, we will continue to look at further opportunities to set up power projects in various locations across India. Realize the opportunities presented by power sector reforms and benefits extended by the Government of India In 1991, the Indian power sector began a process of deregulation that is continuing today. The Electricity Act of 2003 and subsequent reforms have generated significant opportunities in the power sector. These changes include the following: • • • • • • • • Liberalization and de-licensing in the power generation sector, and doing away with the requirement of techno-economic clearances for thermal power projects, which expedites the thermal power project development process; Power trading recognized as a distinct activity; Distribution licensees can now procure power through a process of international competitive bidding; projects are no longer awarded on a cost-plus basis. We believe that competitive bidding presents attractive opportunities for efficient generation of power; Power generation companies can now sell power to any distribution licensees, or where allowed by the state regulatory commissions, directly to consumers. The market has evolved for merchant sales, which allows for the supply of peak power at premium rates; Power generation companies have open access to transmission lines, which will facilitate the direct sale of power to distribution and trading licensees; Improved payment security mechanisms, which we believe will improve sector stability and enhance our ability to obtain financing for our projects; No distinction between foreign and domestic investor under electricity laws; and 100.0% FDI allowed in the power sector.

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Our projects are positioned and structured to take advantage of these benefits and also the benefits under the SEZ and Mega Power Project policy of the Government of India. Future power sector reforms may present additional opportunities for us and we intend to capitalize upon these opportunities as they arise. Benefit from the power scenario in Western India Our Mundra power project is located in Gujarat, and the Tiroda Power Project is located in Maharashtra. These states are leading industrial states in the Western part of India with high power demand, and they are currently experiencing a significant power deficit. This deficit is expected to increase in the future. These states have formulated policies for substantial investments in the power sector to support increased industrial activities. We believe that the stable and assured availability of power will lead to an increase in industrial activity in these states, which will further increase the power requirements. Though a number of power projects are under various stages of implementation in these states, such projects may not eliminate the deficit in power. We are investing in the development and planning of power projects in states facing high energy deficits in order to be in a strong position to capture the opportunity. Secure fuel supply Having a dedicated, cost-efficient and established fuel supply line for a power project is fundamental to our success. Our strategy has been to establish dedicated fuel lines prior to setting up a power project. We try to ensure that we have adequate supplies of cost-efficient fuel through captive fuel sources, long-term contracts or coal linkages to meet the fuel requirements for our power projects. We will continue to explore other options and sources for procuring and strengthening our fuel supplies. Further integrate our power generation business with the installation of transmission lines In order to ensure evacuation of power from the power project, it is critical to have appropriate transmission linkages. We are constructing transmission lines connecting our power projects at Mundra and Tiroda to state and central government sub-stations for evacuation of power. In light of the transmission constraints facing inter-regional links and the present capacity of 17,000 MW only, we believe that the proposed Mundra and Tiroda transmission lines will be cost-efficient for evacuating power. They will also mitigate the risk, which may arise in the event power purchasers under long-term PPAs reduce their procurement of contracted power from the Mundra and Tiroda power projects. In addition, we entered into a bulk power transmission agreement with PGCIL to avail long term open access facilities for evacuation of power from our Mundra power projects. We have applied to MSEDCL for similar approval to evacuate power from our Tiroda Power Project. Optimize operational efficiency We have invested in technology to drive operational efficiency. For example, all of our power projects, with the exception of the Mundra Phase I and II Power Project, will deploy super-critical technology to reduce the amount of coal consumed to generate power. The efficiency of steam generation through super-critical technology is significantly higher than that from the conventional sub-critical technology. Higher steam generation efficiency will lead to lower coal consumption and hence increase overall efficiency. Further, we expect that our experienced management team coupled with our project management, execution and operational skills, will drive higher operational efficiencies in our power projects. Engage in an optimal mix of off-take arrangements with state-owned and industrial consumers We are developing four power projects that are capable of generating an aggregate 6,600 MW of power. We believe that state-run utility companies will require substantial amounts of power in order to meet their power demands and to cope adequately with power shortages in their respective states. We intend to utilize our marketing and trading capacities by optimizing our off-take arrangements between state-run utility companies and industrial consumers. This will enable us to enter into secured long-

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term off-take arrangements with state-run utility companies and industrial consumers as well as carry out merchant sales of power at market rates. Our Power Projects We currently have four power projects under various stages of development. A summary of these projects is given below: Project Name, Location Proposed Procurement Fuel Supply Off-take Expected Estimated Installed Status Status Arrangement Commissioning Project Capacity, Status Date of First Cost (Rs. Technology Unit/Expected in Date for Million) Project to be Fully Commissioned 1,320 MW BTG and Coal Supply Long term June 43,500.00 coal fired, BoP contracts Agreement PPA for 1,000 2009/February sub- critical entered entered with MW entered 2010 AEL with GUVNL 1,320 MW coal fired, supercritical EPC contracts entered Long term PPA for 1,000 MW entered with GUVNL Agreement for merchant sale of up to 221 MW of surplus power entered with AEL EPC Coal Supply Long term contracts Agreement PPAs for entered entered with 1,424 MW AEL; entered with Coal linkage UHBVNL of 1,366 MW and recommended DHBVNL Long term BTG and Captive PPA for 1,320 BoP contracts mines MW entered entered allocated by with Ministry of MSEDCL Coal for generating up to 1,000 MW of power; Coal linkage of 1,180 MW recommended Coal Supply Agreement entered with AEL January 2011/June 2011 57,960.00

Mundra Phase I and II Power Project, Gujarat Mundra Phase III Power Project, Gujarat

Mundra Phase IV Power Project, Gujarat Tiroda Power Project (Phase I and II), Maharashtra

1,980 MW coal fired, supercritical

August 2011/April 2012

89,600.00

1,980 MW coal fired, supercritical

July 2011/April 2012

92,630.00

Total

6,600 MW

283,690.00

1,320 MW Mundra Phase I and II Power Project – Mundra, Gujarat Introduction The Mundra Phase I and II Power Project is a coal-based power project with four sub-critical units of 330 MW each and an aggregate capacity of 1,320 MW of power. The power project is situated at Tunda and Siracha, Mundra village, Kutch district in the state of Gujarat. We currently expect that the first unit of 330 MW will be commissioned by June 2009 and the remaining three units will be

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commissioned by February 2010. This power project has an estimated development cost of Rs. 43,500.00 million. The power project is presently being developed as a sector-specific SEZ, which will entitle us to an exemption with respect to customs duty on import of goods and services for setting up the project, central excise duty, central sales tax, income tax, service tax, and dividend distribution tax. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sectorspecific power sector SEZ being developed by us. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. The power project is located in the vicinity of the Mundra port owned by MPSEZL, a Promoter Group Company, which we expect will provide logistic benefits with respect to the transportation of imported coal. MPSEZL has proposed a coal jetty at a distance of approximately five kms from the power project site from where the imported coal can be transferred to the power project by conveyor belts and/or railway lines. In addition, we expect that the power project’s close proximity to the coastline will ensure steady supply of water for steam generation and cooling. The site is accessible by National Highway 8A extension between the towns of Gandhidham and Mandvi, and the Kandla and Bhuj airports are at a distance of approximately 65 km each. Financing The total investment required for the Mundra Phase I and II Power Project is expected to be Rs. 43,500.00 million. The equity contribution of Rs. 7,060.00 million has been funded by our Promoters and strategic investors. The balance funding requirement of approximately 83.8%, which amounts to Rs. 36,440.00 million of the project cost has been obtained through secured debt financing from a consortium of project lenders, as follows: For Mundra I, Rs. 16,940.00 million of financing has been obtained through secured loans from a syndicate of lenders comprising of ICICI Bank Limited, Allahabad Bank, Punjab National Bank, Bank of India, Syndicate Bank, Small Industries Development Bank of India, Andhra Bank, Bank of Maharashtra, State Bank of Hyderabad, Oriental Bank of Commerce, Canara Bank, and UCO Bank, pursuant to a term loan agreement dated September 20, 2006 and novation notice dated August 6, 2008. As of March 31, 2009, we have drawn Rs. 7,513.58 million in principal amount, which remains outstanding. For Mundra II, Rs. 15,500.00 million of financing has been obtained through secured loans from a syndicate of lenders comprising of ICICI Bank Limited, Central Bank of India, Punjab National Bank, India Infrastructure Finance Company Limited, Allahabad Bank, Small Industries Development Bank of India, State Bank of Hyderabad, and Rural Electrification Corporation Limited, pursuant to a term loan agreement dated July 25, 2007. As of March 31, 2009, we have drawn Rs. 4,026.67 million in principal amount, which remains outstanding. In addition, we have entered into an agreement to incur subordinated debt in the principal amount of Rs. 4,650.00 million from ICICI Bank. However, we currently intend to borrow not more than Rs. 4,000.00 million in principal amount under this subordinated debt facility. As of March 31, 2009, we have not drawn any amount under such facility. For further information on our indebtedness, see the section “Financial Indebtedness” on page 321 of this Draft Red Herring Prospectus. Procurement/Implementation The power project is being implemented through a number of construction contracts. We have entered into a number of contracts with suppliers for machinery and equipment. The BTG package comprises approximately 50.0% of the total project cost. We undertook an international competitive bidding for procurement of the BTG package and subsequently awarded the contract for supply, erection and commissioning of the BTG package for two 330 MW units to Sichuan Machinery and Equipment

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Import and Export Company Limited pursuant to a letter of award dated June 30, 2006 for a total contract value of approximately US$ 206.00 million. For the other two 330 MW units, we have awarded the contract for supply, erection and commissioning of the BTG package to Kowa Company Limited pursuant to a letter of award dated March 1, 2007, for a total contract value of US$ 235.00 million. The supply, erection and construction of other equipment and civil structures (“BoP”) is being undertaken by a number of contractors. Fitchner Consulting Engineers (India) Private Limited has been appointed to assist in formulating concepts, systems, basic and detailed engineering, and coordinating procurement, construction management services, preparing detailed project report, performance testing procedure and site supervision, inspection, quality control and project management. For further details regarding such contracts, see the section “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. Regulatory Approvals The power project is being developed as a sector-specific SEZ, and we have received the necessary approvals from the Ministry of Commerce for such purpose. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. We have received environment clearance from the Ministry of Environment and Forest (“MoEF”) for the Mundra Phase I and II Power Project. We have received consent to establish the Mundra Phase I and II Power Project from Gujarat Pollution Control Board. We have also received coastal regulation zone clearance for the Mundra Phase I and II Power Project from the MoEF. We have received no objection certificates from the Airport Authority of India towards the construction and height of the chimneys required for the Mundra Phase I and II Power Project on December 1, 2006 and January 7, 2008, respectively. We have also received approval for sea water intake and discharge for the Mundra Phase I and II Power Project from the Gujarat Maritime Board. For further details of the approvals obtained, see the section “Government Approvals” on page 372 of this Draft Red Herring Prospectus. Fuel Supply The primary fuel for the power project will be coal, which we propose to source from AEL, one of the largest traders of coal in India. The expected consumption of coal for the Mundra Phase I and II Power Project is 3.68 MTPA with an average GCV of 6,000 kcal/kg at 85.0% PLF. PT Adani Global, a wholly owned subsidiary of AEL, has entered into agreements to exclusively mine coal in Bunyu island, Indonesia. For Mundra Phase I and II Power Project and Mundra Phase III Power Project, AEL proposes to procure the coal from PT Adani Global which will source such coal from these mines. Under the coal supply agreement dated December 8, 2006, as amended, AEL has committed to supply 4.00 MTPA of coal with an average GCV of 6,000 Kcal/kg, annually for a period of 15 years from the date of commissioning of Mundra I or Mundra II power projects, whichever is later. Further, at the Company’s request AEL shall supply up to 0.2 MTPA of coal each year. Additionally, AEL shall use best endeavours to sell a further amount of coal not exceeding 0.2 million tonnes each year at the Company’s request. For further details, see “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. We have entered into an agreement dated December 8, 2006 with MPSEZL to utilize their port and cargo handling services for a period of 15 years from the commercial operations date of the first unit of Mundra power project. The port and cargo handling services include berthing and unberthing of vessels, cargo handling services, such as unloading of imported coal, loading in rakes, and delivery of rakes to the power project site. Secondary fuel in the form of light diesel oil or heavy fuel oil will be required for the start up of coal fired boilers, which we intend to source from local vendors. Water Supply The amount of water required for the Mundra Phase I and II Power Project is estimated to be approximately 13,700 cubic meters per hour. The power project will utilize sea water to meet consumptive and cooling water requirements. The site is located approximately three km from the

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coastline. On March 31, 2008, we entered into a five year agreement with Gujarat Water Infrastructure Limited to utilize 3.00 MLD of water. This agreement is valid until March 31, 2013 and shall be automatically renewed for successive terms of ten years unless terminated by either party by giving written notice, 12 months prior to the expiry of the term. The tariff rate and other terms and conditions of the agreement are subject to revision by the Government of Gujarat, from time to time. On July 4, 2007, we entered into a contract with Ion Exchange Limited for the erection, commissioning and testing of a 7 MLD capacity sea water desalination plant. The desalination plant will be commissioned by May 2009 at a total cost of Rs. 206.50 million. In addition, on January 22, 2008 and February 16, 2008, we entered into two contracts with VA Tech Wabag Limited for erection, commissioning and testing of a 20 MLD capacity sea water desalination plant. This desalination plant will be commissioned in three phases between March 31, 2010 and December 31, 2010 at a total cost of Rs. 404.55 million. The desalination plants are located at the power project site, and will supply water for the consumptive and cooling requirements of the Mundra power projects. Power Generation The main generating equipment of the Mundra Phase I and II Power Project consists of four steam turbine generators and four pulverized coal fired boilers. Off-take Arrangements We have executed a long-term power off-take agreement dated February 6, 2007 with GUVNL for a term of 25 years from the date of commercial operation of the last of the four units of the power project. Pursuant to the off-take agreement, GUVNL is entitled to the supply of 1,000 MW of th electricity at a tariff ranging from Rs. 2.81 per unit for the first year to Rs. 3.42 per unit in the 25 year. The tariff for the contracted power shall consist of capacity charges, energy charges, an incentive charge, and a penalty charge for less than 80.0% availability. If the contracted capacity is not commissioned by its scheduled commercial operation date, we will be required to pay liquidated damages for the delay. If the power project fails to provide GUVNL’s proportionate right of output energy during any settlement period, we will be liable for a penalty in the amount of 1.5 times the difference between the highest energy charges for industrial energy in Gujarat and the energy charges for each unit of energy for which GUVNL’s right was breached. GUVNL has a right of first refusal on any additional or surplus capacity from the power project, however, the right of first refusal shall not apply if, (a) we intend to use such surplus capacity for our own consumption or consumption by an Adani Group company, or (b) we have contracted to sell such surplus capacity on a long term basis to a government controlled distribution licensee or to a government controlled entity responsible for supplying bulk power to distribution licensees in Gujarat. The off-take agreement provides that for security, GUVNL shall deliver a revolving letter of credit and additional collateral in an escrow account. A third party sale of up to 25.0% of the electricity (including contracted capacity) is permitted if payment for purchase of power is not received within seven days from the due date. In addition, if the collateral is not restored within 30 days of the due date under the invoice, we have the right to sell 100.0% of the contracted capacity to third parties. Subject to the right of first refusal of GUVNL, we intend to sell surplus power on merchant basis, including to businesses operating in the MPSEZL, through the power trading arm of AEL in order to take advantage of better pricing due to the short-term demand and supply gap in the market. Power Evacuation The power from Mundra Phase I and II Power Project is expected to be generated at low voltage at approximately 22 kV, which will be stepped up to 400 kV and connected to the 400 kV switchyard at the power project site. The power will be procured by GUVNL from the power project. In addition, we intend to utilize the transmission lines built as part of Mundra Phase III Power Project for evacuation of surplus power from Mundra Phase I and II Power Project on merchant basis. The expected development cost for Mundra Phase III Power Project includes the cost of laying down these

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transmission lines. On March 3, 2009, we entered into a bulk power transmission agreement with PGCIL to avail long term open access facilities for evacuation of power from our Mundra power projects. Property We entered into a lease deed with MPSEZL dated December 28, 2006 for a plot measuring 231.61 hectares in Tunda and 62.27 hectares in Siracha, Mundra village, Kutch district in the state of Gujarat. The lease is for a term of 25 years and expires on December 27, 2031. Under this lease deed, we shall have access to land for all of our Mundra power projects. We have paid MPSEZL a one-time sum of Rs. 293.88 million, and have agreed to pay Rs. 2.94 million to MPSEZL annually, commencing December 28, 2007, in connection with the lease. In addition, we entered into an infrastructure use agreement with MPSEZL dated December 28, 2006. This agreement grants us the right to use infrastructure facilities in the SEZ for a one-time fee of Rs. 2,351.05 million. The term of this agreement is co-terminus with the lease agreement. 1,320 MW Mundra Phase III Power Project Introduction The Mundra Phase III Power Project is a coal-based power project with two super-critical units of 660 MW each and an aggregate capacity of 1,320 MW of power. The power project is situated adjacent to the Mundra Phase I and II Power Project and thus will enjoy the same locational advantages. We currently expect that the first unit of 660 MW will be commissioned by January 2011, and the second unit will be commissioned by June 2011. This power project has an estimated development cost of Rs. 57,960.00 million. The Mundra Phase III Power Project is currently being developed as a sector-specific SEZ. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sectorspecific power sector SEZ being developed by us. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. Financing The total investment required for the Mundra Phase III Power Project is expected to be Rs. 57,960.00 million. We have arranged financing of approximately 76.8% of the cost of this power project which amounts to approximately Rs. 44,540.00 million through third party debt. The balance is expected to be funded through equity contribution by our Promoters, strategic investors and internal accruals. We entered into an external commercial borrowing agreement on March 28, 2008 for US$ 500.00 million of senior debt financing for Mundra III, with Standard Chartered Bank as the lead arranger and facility agent. This facility is for a term of 12 years. We entered into a rupee denominated senior debt agreement of Rs. 23,470.00 million from a consortium of lenders, including the State Bank of India, State Bank of Patiala, State Bank of Mysore, State Bank of Saurashtra, State Bank of Travancore, Axis Bank Limited, Bank of India, Corporation Bank, India Infrastructure Finance Company Limited, Indian Overseas Bank, Tamil Nadu Mercantile Bank Limited and Punjab National Bank Limited, pursuant to a loan agreement dated March 27, 2008. As of March 31, 2009 we have drawn Rs. 6,767.66 million in principal amount, which remains outstanding. In addition, we have entered into an agreement to incur subordinated debt in the principal amount of Rs. 1,070.00 million from State Bank of India, State Bank of Patiala and State Bank of Mysore. As of March 31, 2009, we have drawn Rs. 687.10 million in principal amount, which remains outstanding.

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For further information on our indebtedness, see the section “Financial Indebtedness” on page 321 of this Draft Red Herring Prospectus. Procurement/Implementation We entered into a supply contract dated September 6, 2007 with SEPCO-III Electric Power Construction Corporation, for a total contract value of US$ 949.96 million. The scope of work under the supply contract includes supply of basic and detailed design, engineering, procurement and supply of goods and equipment for the Mundra Phase III Power Project. The service contract will be implemented through an EPC contract, which was awarded through international competitive bidding to Shandong Tiejun Electric Power Engineering Company Limited on September 7, 2007 for a total contract value of Rs. 7,040.00 million. The scope of work under the EPC contract includes erection of the main plant, civil works for the plant, electrification, effluent treatment plant, water cooling systems and cooling towers, laying of pipelines, design, engineering, manufacturing, procurement, packing and forwarding, supply, transportation, receipt, unloading, installation, erection, testing and commissioning and performance guarantee tests. For further details regarding such contracts, see the section “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. Regulatory Approvals The power project is currently being developed as a sector-specific SEZ, and we have received the necessary approvals from the Ministry of Commerce for such purpose. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. We have received environment clearance from the MoEF for both of the 660 MW units. On July 28, 2008, we received a no objection certificate from the Airport Authority of India towards the construction and height of the chimneys required for the power project. We have also received approval for sea water intake and discharge for the power project from the Gujarat Maritime Board. We have applied to the Principal Chief Conservator of Forest for approval spanning a wildlife sanctuary for the purposes of setting up the transmission line for evacuation of power from Mundra Phase I and II Power Project and Mundra Phase III Power Project. For further details of the approvals obtained, see the section “Government Approvals” on page 372 of this Draft Red Herring Prospectus. Fuel Supply The primary fuel for the power project will be coal, which we propose to source from AEL. The expected consumption of coal for the Mundra Phase III Power Project is 4.06 MTPA with a GCV of 5,200 kcal per kg at 85.0% PLF. As described above, for Mundra Phase I and II Power Project and Mundra Phase III Power Project, AEL proposes to procure the coal from PT Adani Global which will source such coal from the mines in Bunyu island, Indonesia. Under the coal supply agreement dated March 24, 2008, AEL has committed to supply 4.04 MTPA of coal with an average GCV of 5,200 Kcal/kg, as firm quantity, annually for a period of 15 years from the date of commissioning. Further, AEL shall supply optional quantity which shall be 5% of the contracted capacity. Additionally, AEL shall, if requested by the Company, use best endeavours to sell an amount of coal not exceeding 5% of the firm quantity each contract year during the contract period. For further details, see “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. Secondary fuel in the form of light diesel oil or heavy fuel oil will be required for start up of the coal fired boilers, which we intend to source from local vendors. Water Supply The amount of water required for the Mundra Phase III Power Project is estimated to be approximately 12,000 cubic meters per hour and is expected to be supplied by desalination plants that we are developing. For details, see “- Our Projects – 1,320 MW Mundra Phase I and II Power Project – Water Supply”.

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Power Generation The main generating equipment for the power project will consist of two steam turbine generators and two pulverized coal fired boilers. Off-take Arrangements We have executed a long-term power off-take agreement dated February 2, 2007 with GUVNL for a term of 25 years from the date of commercial operation of the second unit of the power project. Pursuant to the off-take agreement, GUVNL is entitled to the supply of electricity in bulk in the aggregate amount of 1,000 MW at a fixed tariff of Rs. 2.35 per unit. The tariff for the contracted power shall consist of capacity charges based on contracted capacity of 80.0%, energy charges, an incentive charge payable for availability beyond 85.0%, and a penalty charge for less than 75.0% availability. If the contracted capacity is not commissioned by its scheduled commercial operation date, we will be required to pay liquidated damages for the delay. If the power project fails to provide GUVNL’s proportionate right of output energy during any settlement period, we will be liable for a penalty in the amount of 1.5 times the difference between the highest energy charges for industrial energy in Gujarat and the energy charges for each unit of energy for which GUVNL’s right was breached. The off-take agreement provides that for security, GUVNL shall deliver a revolving letter of credit and additional collateral in an escrow account. A third party sale of up to 25.0% of the electricity (including contracted capacity) is permitted if payment for purchase of power is not received within seven days from the due date. In addition, if the collateral is not restored within 30 days of the due date under the invoice, we have the right to sell 100.0% of the contracted capacity to third parties. We have entered into an agreement dated March 24, 2008 with AEL for selling up to 221 MW of surplus power from Mundra Phase III Power Project on merchant basis. Such power will be purchased by AEL at market rates for a period of 15 years from the commercial operations date of the power project. We believe that sale of power through AEL will enable us to take advantage of better pricing due to the short-term demand and supply gap in the market. Power Evacuation The power from Mundra Phase III Power Project is expected to be generated at low voltage at approximately 22 kV, which will be stepped up to 400 kV and connected to the 400 kV switchyard at the power project site. The power will be procured by GUVNL from the power project. In addition, as described above, we are constructing a dedicated 413 km double circuit 400 kV transmission line connecting to the PGCIL grid at Dehgam, Gandhinagar for evacuation of surplus power from the Mundra Phase I and II Power Project and the Mundra Phase III Power Project on merchant basis. We expect the transmission line to be commissioned by June 2009. We have entered into a bulk power transmission agreement with PGCIL as described under “1,320 MW Mundra Phase I and II Power Project – Power Evacuation” on page 77 of this Draft Red Herring Prospectus. Property The land for Mundra Phase III Power Project forms part of the land leased pursuant to the lease deed dated December 28, 2006 that we entered into with MPSEZL, as described under “ 1,320 MW Mundra Phase I and II Power Project – Property” on page 78 of this Draft Red Herring Prospectus.

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1,980 MW Mundra Phase IV Power Project – Mundra, Gujarat Introduction The Mundra Phase IV Power Project is proposed to be a coal-based power project with three supercritical units of 660 MW each and an aggregate capacity of 1,980 MW of power. The power project is situated at Tunda and Siracha, Mundra village, Kutch district in the state of Gujarat. This power project will be constructed in a single phase. The first 660 MW of Mundra Phase IV Power Project is expected to be commissioned by August 2011, and the last unit is expected to be commissioned by April 2012. This power project has an estimated development cost of Rs. 89,600.00 million. We have applied for the SEZ status and are awaiting relevant approval. The SEZ status will entitle us to an exemption with respect to customs duty on import of goods and services for setting up the project, central excise duty, central sales tax, income tax, service tax and dividend distribution tax. We intend to make an application for developing Mundra IV as a co-developer with MPSEZL. The power project is located approximately 25 km from Mundra port owned by MPSEZL, a Promoter Group company, which we expect will provide advantages with respect to the import of coal. MPSEZL has proposed a coal jetty at a distance of approximately five km from the power project site from where imported coal can be transferred to the power project by conveyor belts and railway lines. Financing The total investment required for the Mundra Phase IV Power Project is expected to be Rs. 89,600.00 million. We intend to finance approximately 80.0% of the cost of this power project through third party debt. The balance is expected to be funded through equity contribution by Promoters, strategic investors and through Net Proceeds of the Issue. For further details on the use of Net Proceeds of the Issue, see the section “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus. We expect the financing for the project to include senior debt of Rs. 67,200.00 million and subordinated debt of Rs. 4,480.00 million. We have not yet entered into any financing agreements with respect to this power project. However, we have received a sanction letter dated December 31, 2008 with respect to the underwriting of the proposed senior debt of Rs. 50,400.00 million and subordinated debt of Rs. 3,400.00 million from the State Bank of India. Further, we have received sanction letters from the Life Insurance Corporation of India, Bank of India, Corporation Bank, Canara Bank and UCO Bank with respect to the proposed senior debt of Rs. 18,000.00 million and subordinated debt of Rs. 2,000.00 million. See “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus. In addition, we have availed of unsecured loans amounting to Rs. 9,000.00 million from UCO Bank Limited, Punjab National Bank Limited, Canara Bank Limited, Bank of India Limited, Yes Bank Limited and Allahabad Bank Limited. For further details, see “Financial Indebtedness– Unsecured Loans” on page 330 of this Draft Red Herring Prospectus. Procurement/Implementation We entered into a supply contract dated January 30, 2008 with SEPCO – III Electric Power Construction Corporation, China for a total contract value of US$ 1,450.64 million. The scope of work under the supply contract includes supply of basic and detailed design, engineering, procurement and supply of goods and equipment for the Mundra Phase IV Power Project. The service contract was awarded to Shandong Tiejun Electric Power Engineering Company Limited, on January 31, 2008 for a total contract value of Rs. 10,586.00 million. The scope of work under the service contract includes design, engineering, inland transportation, erection, testing, commissioning, construction and construction management, demonstration of tests on completion, and tests after completion of the Mundra Phase IV Power Project. For further details regarding such contracts, see the section “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. Regulatory Approvals We have applied for necessary approvals from the Ministry of Commerce for developing Mundra IV as a sector-specific SEZ. We have received approval from MoEF to conduct environmental impact

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assessment study for this project. On July 28, 2008, we received a no objection certificate from the Airport Authority of India towards the construction and height of the chimneys for the power project. We are also in the process of applying for required approval for sea water intake and discharge for the power project from the Gujarat Maritime Board. For further details of the approvals obtained, see the section “Government Approvals” on page 372 of this Draft Red Herring Prospectus. Fuel Supply We expect that the primary fuel for the project will be coal, which will be sourced from AEL. The expected consumption of coal for the Mundra Phase IV Power Project is 6.09 MTPA with a GCV of 5,200 kcal/kg at 85.0% PLF. The Standing Linkage Committee, Ministry of Coal has recommended a coal linkage for generating 1,366 MW of power for Mundra Phase IV Power Project and the balance coal requirement will be procured internationally and supplied by AEL to the power project site. Under the coal supply agreement dated April 15, 2008, as amended AEL has committed to supply 6.50 MTPA of imported coal with an average GCV of 5,200 Kcal/kg annually, as firm quantity, for a period of 15 years from the date of commissioning. Further, AEL shall supply optional quantity to the Company which shall be 5% of the contracted capacity. Additionally, AEL shall, if requested by the Company, use best endeavours to sell an amount of coal not exceeding 5% of the firm quantity each contract year during the contract period. For further details, see “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. Secondary fuel in the form of light diesel oil or heavy fuel oil will be required for start up of the coal fired boilers, which we intend to source from local vendors. Water Supply The amount of water required for Mundra IV is estimated to be approximately 17,000 cubic meters per hour and is expected to be supplied by desalination plants that we are developing. For details of commissioning of the desalination plant, see “Our Projects – 1,320 MW Mundra Phase I and II Power Project – Water Supply”. Power Generation The main generating equipment for the power project will consist of three steam turbine generators and three pulverized coal fired boilers. Off-take Arrangements We have executed long-term power off-take agreements with UHBVNL and DHBVNL, each dated August 7, 2008, for the sale of a total of 1,424 MW of electricity. The off-take agreements are for a term of 25 years from the date of commercial operation of the power project. Under the off-take agreements, UHBVNL and DHBVNL are each entitled to the supply of 712 MW of electricity at a tariff ranging from a maximum of Rs. 3.26 per unit to a minimum of Rs. 2.35 per unit during the terms of the off-take agreements. The tariff for the contracted power shall consist of capacity charges based on contracted capacity of 80.0%, energy charges, an incentive charge payable for availability beyond 85.0% and a penalty charge for less than 75.0% availability. If the contracted capacity is not commissioned by its scheduled commercial operation date, we will be required to pay liquidated damages for the delay. The off-take agreement provides that for security, UHBVNL and DHBVNL shall each deliver a revolving letter of credit and additional collateral in an escrow account. A third party sale of up to 25.0% of the electricity (including contracted capacity) is permitted if payment for purchase of power is not received within seven days from the due date. In addition, if the collateral is not restored within 30 days of the due date under the invoice, we have the right to sell 100.0% of the contracted capacity to third parties. Power Evacuation We expect that the power from the proposed power project will be generated at low voltage at approximately 22 kV, which will be stepped up to 400 kV and connected to the 400 kV switchyard at the power project site. We have entered into a contract with Jyoti Structures Limited to build an

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approximately 800 km double circuit 500 kV transmission line from Mundra to Mohindergarh, in the state of Haryana. The expected development cost for this power project includes the cost of laying down the transmission lines. Property The land for Mundra Phase IV Power Project forms part of the land leased pursuant to the lease deed dated December 28, 2006 that we entered into with MPSEZL, as described under “1,320 MW Mundra Phase I and II Power Project – Property” on page 78 of this Draft Red Herring Prospectus. In addition, on August 2, 2008, we entered into a memorandum of understanding with MPSEZL, pursuant to which MPSEZL has agreed to lease an area of 159.0 hectares to us. Under the terms of the memorandum of understanding, we are required to enter into a lease agreement within a period of one year, however such period may be mutually extended by both parties. The lease agreement shall be valid for a period of fifty years from the date of execution of lease agreement, subject to payment of one-time fee of Rs. 159.00 million and annual rent of Rs. 1.59 million to MPSEZL. 1,980 MW Tiroda Power Project – Tiroda, Maharashtra Introduction Our 76.64% owned subsidiary Adani Power Maharashtra Limited (“APML”) is developing the Tiroda Power Project, a coal based power project consisting of three super critical units of 660 MW each and an aggregate capacity of 1,980 MW. The Tiroda Power Project will be commissioned in two parts, wherein Tiroda I will have two super critical units of 660 MW and Tiroda II will have one super critical unit of 660 MW. The power project will be developed in two phases at village Tiroda in the district of Gondia in Maharashtra, India. This power project has an estimated development cost of Rs. 92,630.00 million. We and APML have entered into a shareholders agreement dated January 15, 2008 with Millennium Developers Private Limited (“Millennium Developers”) in connection with the subscription of 26.0% equity interest in APML to Millennium Developers. As of the date of this Draft Red Herring Prospectus, 12.43% equity interest has been allotted to Millennium Developers. We and APML have also entered into a share subscription agreement dated March 27, 2009 with Somerset Emerging Opportunities Fund (“Somerset”) in connection with the subscription of equity interest in APML to Somerset. As of the date of this Draft Red Herring Prospectus, 10.93% equity interest has been allotted to Somerset. For details of the shareholders agreement, see “Description of Certain Key Contracts”. The first 660 MW unit of the Tiroda Power Project is expected to be commissioned by July 2011, and the last unit is expected to be commissioned by April 2012. The project is located in MIDC’s Tiroda Industrial Area, near the state highway. The national highway is at a distance of 45 km from the project site. The nearest airport is at Gondia which is at a distance of 30 km from the project site. The project site is approximately two km from Kachewani railway station, which is on the Mumbai-Kolkata main railway line. Financing The total investment required for the Tiroda Power Project is approximately Rs. 92,630.00 million. The total expected cost for phase I of 1,320 MW is Rs. 65,600.00 million, of which APML intends to finance approximately 80.0% from third party debt. The balance is expected to be funded through equity contribution by the Company, strategic investors and through Net Proceeds of the Issue. The total expected cost for phase II of 660 MW is Rs. 27,030.00 million, of which APML intends to finance approximately 80.0% from third party debt. The balance amount will be funded by Promoters, strategic investors and through Net Proceeds of the Issue. See “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus. For Tiroda I, we entered into a senior debt agreement dated January 30, 2009 of Rs. 49,200.00 million and subordinated debt of Rs. 32,800.00 million with a consortium of lenders, including from State Bank of India, State Bank of Mysore, State Bank of Indore, UCO Bank, Corporation Bank, Union Bank of India, State Bank of Bikaner and Jaipur, Punjab National Bank, State Bank of Patiala, Bank of

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Baroda, Syndicate Bank, Life Insurance Corporation of India, Indian Overseas Bank, Rural Electrification Corporation Limited, Power Finance Corporation and IDBI Bank. For Tiroda II, we have received a letter dated December 1, 2008 with respect to the underwriting of the proposed senior debt of Rs. 15,250.00 million and subordinated debt of Rs. 1,050.00 million from State Bank of India. Further, we have received sanction letters from UCO Bank, Rural Electrification Corporation Limited, State Bank of Travancore and IDBI Bank for the proposed senior debt of Rs. 9,020.00 million and subordinated debt of Rs. 500.00 million. See “Objects of the Issue” on page 32 of this Draft Red Herring Prospectus. Procurement/Implementation The Tiroda Power Project is being implemented through construction contracts with Sichuan Machinery and Equipment Import and Export Company Limited and Sichuan Fortune Project Management Limited. The BTG package comprises approximately 40.0% of the total project cost. We undertook an international competitive bidding for procurement of the BTG package and subsequently awarded the contract for supply of the BTG package to Sichuan Machinery and Equipment Import and Export Company Limited. Pursuant to the supply contract dated February 28, 2008, the total contract value is US$ 999.90 million. The scope of work under the supply contract includes supply of basic and detailed design, engineering, procurement and supply of goods, equipment for the Tiroda Power Project, and the training of identified personnel in operations and maintenance of the power project. The supply, erection, testing and commissioning of the power project will be done by Sichuan Fortune Project Management Limited. For further details regarding such contracts, see the section “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus. Regulatory Approvals We have received a letter dated February 14, 2007, from the State Government of Maharashtra assuring their administrative support for the Tiroda Power Project. The Ministry of Coal has also allocated Lohara West and Extension coal blocks located in Chandrapur district for supplying coal for generating up to 1,000 MW of power and the Standing Linkage Committee, Ministry of Coal has recommended a coal linkage for generating 1,180 MW of power for Tiroda Power Project. The Tiroda Power Project is proposed to be developed as a Mega Power Project, and we have applied for necessary approvals to the Ministry of Power, Government of India. We received a letter of intent (“LoI”) from WRD, State Government of Maharashtra and approval from Vidarbha Irrigation Development Corporation, Nagpur for allocation of water to the extent of 0.2 million cubic meters per day from the Wainganga river. We have received environment clearance from the Ministry of Environment and Forests for setting up two units of 660 MW each and for operating coal mines, and received approval from MoEF for conducting environment impact assessment for one unit of 660 MW. We have received a no objection certificate from the Airport Authority of India towards the construction and height of the chimneys required for the power project. We have received Pollution Control Board approval for two units of 660 MW each and applied for the same approval for one unit of 660 MW. On June 23, 2008 we received the Ministry of Coal approval for our mining plan for Lohara West and Lohara Extension coal blocks. We have also applied to MoEF for development of coal mine at Lohara West and Lohara Extension coal blocks. For further details of the approvals obtained, see the section “Government Approvals” on page 372 of this Draft Red Herring Prospectus. Fuel Supply The primary fuel for the proposed project is expected to be domestic coal. The project will require approximately 6.18 MTPA of coal based on average GCV of 4,895 kcal/kg and PLF of 85.0%. We have been allocated two coal mines pursuant to a letter dated November 6, 2007 by the Ministry of Coal to meet the coal requirement of up to 1,000 MW of power production. The coal mines are located at Lohara West and Lohara extension near Chandrapur, Maharashtra. On January 14, 2008, we applied to the MoEF for permission to excavate the two coal mines allocated for this project. We also applied to the Ministry of Coal requesting that transfer of allocation of coal mines from our Company to APML. On June 23, 2008, we received the Ministry of Coal approval for our mining plan for Lohara West and Lohara Extension coal blocks. According to the geological report prepared by the Central

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Mine Planning and Design Institute Limited, these blocks are expected to have coal reserves of approximately 170 MMTs with average GCV ranging between 4,290 and 5,590 Kcal/kg. The distance of Lohara West and Lohara Extension coal blocks from the site is approximately 260 km. APML proposes to enter into a coal transportation arrangement with the Indian railways for transportation of coal from the mines by rail. The nearest railway station from the mines is Chandrapur, which is approximately 20 km from the mines. The Kolkata-Mumbai Electrified rail route of South Eastern Railways passes through Chandrapur and Kachewani, which is approximately two km from the project site. A spur of approximately 20 km from the Chandrapur Railway Station to the mines and a spur of approximately two km from the Kachewani Railway Station to the power project site is expected to be drawn to complete the rail route for coal transportation. Further, the Standing Linkage Committee, Ministry of Coal has recommended a coal linkage for generating 1,180 MW of power for Tiroda Power Project. Secondary fuel in the form of light diesel oil or heavy fuel oil will be required for start up of the coal fired boilers, which APML intends to source from local vendors. Water Supply The aggregate amount of water required for the Tiroda Power Project is estimated to be approximately 7,500 cubic meters per hour. The power project will utilize river water to meet consumptive and cooling water requirements. We have received a LoI from WRD, State Government of Maharashtra for allocation of 70 million cubic meter per year (0.2 million cubic meters per day) of water from the Wainganga river, which is approximately 20 km from the power project site. Wainganga river is an intermittent river and is expected to have dry spells during the summer season. To ensure year-round availability of water for the power project, APML proposes to build a barrage or dam for the storage of water. The barrage location is expected to be approximately 20 km from the project site. The water from the proposed barrage would be transported to the power project site through a raw water pipeline, which is expected to be approximately 20 km long. Power Generation The main generating equipment for the power project will consist of three steam turbine generators and three pulverized coal fired boilers. Off-take Arrangements We have executed a long-term power off-take agreement dated September 8, 2008 with MSEDCL for a term of 25 years from the date of commercial operation of the third unit of the power project. Pursuant to the off-take agreement, MSEDCL is entitled to the supply of 1,320 MW of electricity in bulk at a th tariff ranging from Rs. 2.55 per unit for the first year to Rs. 3.47 per unit in the 25 year. The tariff for the contracted power shall consist of capacity charges based on contracted capacity of 80.0%, energy charges, an incentive charge payable for availability beyond 80.0% and a penalty charge for less than 75.0% availability. If the contracted capacity is not commissioned by its scheduled commercial operation date, we will be required to pay liquidated damages for the delay. The off-take agreement provides that for security, MSEDCL shall deliver a revolving letter of credit and additional collateral in an escrow account. A third party sale of up to 25.0% of the electricity (including contracted capacity) is permitted if payment for purchase of power is not received within seven days from the due date. In addition, if the collateral is not restored within 30 days of the due date under the invoice, we have the right to sell 100.0% of the contracted capacity to third parties.

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Power Evacuation We expect that the power for the proposed power project will be evacuated from the project at 400 kV levels. There are three different 400 kV substations of Maharashtra State Electricity Transmission Company Limited (“MSETCL”) in Koradi, Khaparkheda, and Chandrapur, which can be utilized to dispatch power to MSEDCL. Similarly, there are four 400 kV substations of PGCIL at Bhadravati, Bhilai, Wardha and Seoni, which can be used to dispatch power outside the state of Maharashtra. APML is planning to evacuate power through the PGCIL and MSETCL substations and is proposing to build two double circuit 400 kV transmission lines of 225 km and 140 km, respectively, from the project site to the nearest PGCIL substation located at Wardha and the nearest MSETCL substation located at Koradi. The expected development cost for this power project includes the cost of laying down the transmission lines. APML has also applied to MSEDCL for bulk open access for evacuation of power. Property We have entered into a lease deed dated April 8, 2009 for approximately 2,104,000 square metres of land with MIDC for this power project. We have paid Rs. 91.96 million to MIDC towards allotment of land and development works. We have applied to the State Government of Maharashtra and MIDC for allotting additional 192 hectares of land. We are in the process of identifying the land to be acquired and/or leased in order to meet the balance requirement of 109 hectares for the power project. 1,980 MW Dahej Power Project – Dahej, Gujarat Introduction The Dahej Power Project is a proposed coal-based power project with aggregate capacity of 1,980 MW. The power project is proposed to be developed by our wholly-owned subsidiary, Adani Power Dahej Limited (“APDL”), at Dahej, Taluka Vagra, district Bharuch, Gujarat. This power project has an estimated development cost of Rs. 88,810.00 million. The proposed site is well connected by rail and road. The power project site is located approximately 46 km from Bharuch railway station and 108 km from Vadodara railway station, which is on the Mumbai – Ahmedabad / Delhi railway line. The power project site is accessible to National Highway 8 which is at a distance of approximately 46 km. In addition, the site is serviced by the Bharuch – Dahej state highway. Dahej is also connected with Bharuch by means of a narrow gauge railway line. The nearest airport is Vadodara, which is well connected to Mumbai and Delhi. The project site is located close to the Dahej port. Financing The total investment required for the Dahej Power Project is estimated to be approximately Rs. 88,810.00 million. APDL intends to finance approximately 80.0% of the cost of this power project by third party debt. APDL expects the financing for the power project to include senior debt of Rs. 66,610.00 million and subordinated debt of Rs. 4,400.00 million. APDL has not yet entered into any financing agreements with respect to this power project, however APDL has received a letter dated December 1, 2008 from State Bank of India with respect to the underwriting of the proposed senior debt of Rs. 49,960.00 million and subordinated debt of Rs. 3,330.00 million. 1,320 MW Kawai Power Project – Kawai, Rajasthan Introduction The Kawai Power Project is a proposed coal-based power project with an aggregate capacity of 1,320 MW. The power project is proposed to be developed by our wholly-owned subsidiary, Adani Power Rajasthan Limited (“APRL”) at Kawai Village, District Baran, Rajasthan. This power project has an estimated development cost of Rs. 58,890.00 million.

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The project site is well connected by rail and road. The project site is approximately two km from Salpura Kawai Railway station in Bina Kota and is close to National Highway 90, which is under construction. The Kota airport is located approximately 109 km from the project site. Financing The total investment for the power project is estimated to be approximately Rs. 58,890.00 million. APRL intends to finance approximately 80.0% of the cost of this power project by third party debt. We expect the financing for the power project to include senior debt of Rs. 44,170.00 million and subordinated debt of Rs. 2,940.00 million. APRL has not yet entered into any financing agreements with respect to this power project. However, APRL has received a letter dated December 1, 2008 with respect to the underwriting of the proposed senior debt of Rs. 33,150.00 million and subordinated debt of Rs. 2,250.00 million from State Bank of India. Power Generation Technology The process of generation of power from coal (water steam cycle) primarily entails two main stages. In the first stage, the chemical energy stored in coal is converted into heat energy in the coal-fired boilers. In the second stage, the high pressure steam, which is generated in the boiler, is passed through a turbine (conversion of heat energy into mechanical energy), which in turn is coupled to a generator (conversion of mechanical energy into electrical energy), thereby generating electricity. The water steam cycle contains the coal fired steam generator, steam turbine with condenser, feedwater tank, low-pressure heaters and high pressure heaters and the connecting pipelines. The superheated steam produced in the steam generator is supplied to the high pressure steam turbine, which drives the three-phase AC generator. After leaving the high pressure turbine, the steam is reheated in the steam generator and fed to the intermediate pressure turbine. In the low pressure turbine the steam coming directly from the intermediate pressure turbine expands to condenser pressure and is condensed in the condenser. A closed cycle water system is used for cooling of the condenser. The condensate collected in the condenser hot well is discharged by the condensate pumps and supplied via the low pressure condensate heaters into the feed water tank. The feed water is further heated by bleed steam from turbine and dissolved gases from the feed-water are liberated. The boiler feed pumps discharge feed water from the feed-water tank via the high pressure heaters to the economizer. The high temperature steam-water mix is further converted into steam in water walls and finally passed through the super heaters sections for converting the saturated steam into superheated steam. This technology can be divided into sub-critical technology and super-critical technology. The technologies differ principally in the pressure and temperature at which steam is produced in the boiler. The pressure and temperature of steam in a super-critical plant are significantly higher than in a subcritical plant. Super-critical technology necessitates the use of advanced materials for the equipment that processes the steam. The super-critical boiler is a “once through” type of boiler unlike sub-critical boiler where water and steam remains in saturated condition in the boiler drum and water is recirculated for generation of steam. The “once through” boiler does not require any circulating pump or drum except for boiler feed water pump. Energy required for circulation is provided by the feed pump. The main sections of the power generating unit include a steam generator along with milling system, fans and electrostatic precipitator, integral piping, integral control system, turbine and generator unit along with boiler feed pump, regenerative heaters, condensate extraction pump, circulating and auxiliary cooling water pumps and the generator transformer with bus duct. The main sections of the utility system are the coal handling system, ash handling system, fire fighting system, air conditioning and ventilation system, switchyard and the plant water system. Carbon Credits We intend to implement high efficiency power generation using coal-fired super-critical technology at some of our power projects. Due to the super-critical conditions, the efficiency of steam generation through super-critical technology is significantly higher than that from the conventional sub critical technology. Higher steam generation efficiency and hence higher overall cycle efficiency will lead to

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lower coal consumption for the generation of the same amount of electricity resulting in a reduction of greenhouse gas emissions into the atmosphere, which will contribute to the mitigation of global warming. Hence, we expect to be eligible for the clean development mechanism benefits and have applied to the MoEF for host country approval for Mundra III and Tiroda I power projects. Sources of Coal for AEL PT Adani Global, a wholly owned subsidiary of AEL, has entered into agreements to exclusively mine coal in Bunyu island, Indonesia. According to Pt. Mintek Dendrill Indonesia, the estimated coal reserves at these three mines is approximately 150 MMTs and an average GCV of 5,200 kcal/kg. While the counter parties under the mining contracts for two of the three mines have procured long-term exploitation licenses to mine coal (for these two mines, an aggregate 1,000 hectare concession), the third license has not yet been granted to the counter party under the third mining contract. PT Adani Global has also entered into a long-term contract with a third party to procure coal from Indonesia, and has undertaken exploration work with the objective of entering into additional mining contracts. Employees As of March 31, 2009, we had 612 full-time employees based in India and China. Our employees have a wide rage of experience and skills in areas such as power project implementation, power project operation, and transmission operation. Of our full-time employees, approximately 69.0% are employed at the power project and 31.0% are employed at our offices. In addition, we also employ contract labourers at our power projects and the number of contract labourers vary from time to time based on the nature and extent of work contracted to independent contractors. The following table shows the function and the number of our employees as of March 31, 2009: Function Administration, Human Resources and Legal Accounting and Finance Information Technology Operations / Technical Business Development Commercial Secretarial China Office Others Total Number of Employees 15 30 28 421 6 53 2 30 24 609

We intend to provide integrated accommodation facilities to our employees based at our power projects. In addition, we expect to provide a number of other benefits to our employees and members of their immediate family, such as subsidized work clothing, canteen facilities, annual leave, travel allowance, provident fund, and health insurance (including on-site medical clinics). Our operations require highly skilled and experienced power project management personnel. We intend to offer our employees comprehensive on-going training in order to raise their competence and capability with respect to power project operations. We also intend to have regular staff training sessions and performance enhancement programs at our power projects to develop and improve competencies in our general workforce, particularly with respect to functional skills. We also plan to implement a performance appraisal system which will allow us to assess the performance of our employees. Operation and Maintenance (“O&M”) O&M plays a very vital role in power generation, as optimum functioning with maximum availability of power ensures continuous quality power supply to the consumers. Hence, after commissioning of the respective units of all of our power projects, from the date of handing over of the unit, O&M of each of our power projects will be undertaken by our in-house O&M team, consisting of experienced and

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qualified expert engineers and technicians. Each unit will be headed by a senior personnel, under whom separate groups for O&M will function. In addition, an efficiency improvement and monitoring group and a maintenance planning group will be formed for continuous efficiency improvements in process. We are also inducting graduate engineering trainees from reputed engineering colleges, who will be trained in some of the premier training institutes of the country for the power sector. Pursuant to an agreement dated December 18, 2008, Sichuan Fortune Project Management Limited has been appointed to train our staff. The agreement is valid for a period of twelve months and can be extended for a further period of six months by mutual agreement. Insurance The insurance for Mundra I and II power project is maintained by us, where as our contractor is required to maintain insurance cover for Mundra III power project during the construction of the power project. With respect to the Mundra I, II and III power projects, we are covered by third-party all risk, marine cum erection, insurance policies for loss caused by accident, fire, flood, riot, strike and malicious damage, for liability to our customers and third parties. We are also covered for anticipated loss of profit under our insurance policy for Mundra I and II power project. Notwithstanding our insurance coverage, damage to our power projects, facilities, equipment, machinery, buildings or other properties as a result of occurrences such as fire, explosion, power loss, telecommunications failure, intentional unlawful act, human error or natural disaster or terrorism, or any decline in our business as a result of any threat of war, outbreak of disease or epidemic could nevertheless have an adverse effect on the our financial condition and results of operations to the extent such occurrences disrupt the normal operation of our business. See “Risk Factors – We may not have sufficient insurance coverage to cover all possible economic losses” on page XXIV of this Draft Red Herring Prospectus. Safety and Risk Management We implement work safety measures and standards to ensure healthy and safe working conditions, equipment and systems of work for all the employees, contractors, visitors and customers at our power projects. We intend to reduce waste and other harmful pollutants by careful use of materials, energy and other resources with maximizing recycling opportunities. Each of our power projects is expected to have its own work safety management department which ensures compliance with safety measures and standards. We have established a committee for work safety which sets safety measures and standards in accordance with the relevant safety laws and regulations in India. We oversee the implementation and compliance of these safety measures and standards. Starting at the design and engineering stage of our power projects, we adopt fail-safe technology for all our equipment, electrical machines and electronic control systems as per international standards of industrial safety. All our power projects will have integral safety systems and emergency shutdown systems for smooth and safe stoppage of the power projects in abnormal conditions. We intend to have available 24-hour, experienced fire fighting crews equipped with fire-fighting equipment, fire tenders and ambulances once our power projects start operations, all year round. Environmental Matters Prior to the commencement of any power project, we undertake environment impact assessment studies and based on the various findings, we develop an environment management plan. We are committed to complying with all statutory requirements, environmental regulations and quality standards as per the guidelines published by MoEF and Government of India from time to time. All our power projects will be equipped with advanced pollution control devices to reduce the major pollutants likely to affect the environment at our power projects, to acceptable levels. Pollutants from our power projects will include carbon dioxide, sulphur oxides, nitrogen oxides, liquid effluents, noise, and thermal pollution. To keep the stack emissions within the limits and to control the ground level pollutants, all our power projects will be equipped with an efficient electrostatic precipitator at a sufficient height as per MoEF and state pollution control boards’ regulations.

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Property We own and lease certain properties for corporate operations and projects. The brief details of the material properties leased by us are set out below: Purpose Registered office Mundra power projects Description of the Property Premises bearing numbers 902 and 904 having carpet area of th 7074.50 square feet in 9 Floor, Shikhar, Near Mithakali Six Roads, Navrangpura, Ahmedabad Premises bearing survey number 180 Part at village Tunda, Mundra, Gujarat having an aggregate area of 2,316,098 square meters Premises bearing survey number 295/1 Part at village Siracha, Mundra, Gujarat having an aggregate area of 622,712 square meters Plot number A-1, Tiroda Growth Centre, village limits Mendipur, Gumadhawada and Khairbodi and outside within the limits of Tiroda Municipal Council, Taluka and registration sub-district Tiroda, District Gondia admeasuring 2,104,000 square meters Particulars Licensed from Adani Properties Private Limited Leased from MPSEZL

Tiroda power project

Sambhav office Beijing office Competition

Leased to APML by MIDC through lease deed dated April 8, 2009 for a period of 95 years from October 1, 2007 6th and 7th floor, Sambhav House, Opposite Judges Bungalow, Licensed from Pearl Ahmedabad with a built-up area of 21,840 square feet Stockholdings Private Limited Room numbers 1503 and 1505, Building A in Tian Yuan Gang Licensed from Pu Center, North of Dongsanhuan, Chao Yang District, Beijing Xia

We compete with Indian and foreign companies operating in the power business. Some of our competitors may have more experience than us in the development and operation of power projects. In addition, a number of these companies may have more resources than us. We face competition with respect to setting up our power projects, and we will face competition with respect to selling excess power that we may produce from our power projects that will not be subject to long-term PPAs. We face competition in power generation from companies such as National Thermal Power Corporation, Reliance Energy Limited, Tata Power Limited, Essar Power (Gujarat) Limited, JSW Energy Limited, and KSK Energy Ventures Limited, among others. See the section “Industry Overview” on page 56 of this Draft Red Herring Prospectus. Intellectual Property We do not own the “Adani” trademark associated with the name and logo appearing on the front cover page of this Draft Red Herring Prospectus. On July 31, 2008, Adani Foundation has filed an application with Trademark Registry, Ahmedabad for registration of trademark, however such application is pending.

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DESCRIPTION OF CERTAIN KEY CONTRACTS A. 1. Brief description of key agreements entered into by the Company Investment Agreement between the Company, Adani Enterprises Limited and 3i Power Investments A1 Limited The Company, Adani Enterprises Limited (“AEL”) and 3i Power Investments A1 Limited (“3i”) have entered into a agreement dated September 28, 2007 (“Investment Agreement”) to, inter alia, set out the rights and obligations in relation to the investment made by 3i in the Company. 3i has subscribed to 52,083,333 Equity Shares and 150,000,000 cumulative compulsorily convertible participatory preference shares (“Preference Shares”) of the Company (“Subscription Shares”) for an aggregate consideration of Rs. 9,000.00 million. The Company and AEL through letter dated April 24, 2008 addressed to 3i (the “3i Letter”) agreed to terminate the Investment Agreement with effect from April 24, 2008, except with respect to certain matters, which shall survive termination in accordance with the terms of the Investment Agreement. The 3i Letter, inter alia, provides that: (i) If the company does not make an initial public offering on terms acceptable to 3i on or before April 23, 2009, then the Investment Agreement shall be reinstated in full force and effect; immediately prior to the IPO, the Preference Shares held by 3i shall be converted into 32,059,002 Equity Shares of the Company.

(ii)

3i has agreed to the terms of the 3i Letter and consequently, the Investment Agreement stands terminated with effect from April 24, 2008. The 3i Letter was thereafter amended through letter dated April 14, 2009 whereby the period for the Company to undertake an initial public offering on terms acceptable to 3i was extended up to June 30, 2010. 2. Investment Agreement between the Company, Adani Enterprises Limited and Ventura Power The Company, Adani Enterprises Limited (“AEL”) and Ventura Power have entered into an investment agreement dated November 24, 2008 (“Ventura Power Investment Agreement”) whereby Ventura Power has agreed to subscribe to Equity Shares of the Company at a price of Rs. 70 per equity share (“Ventura Power Subscription Shares”) for an aggregate consideration of USD 100 million. The Ventura Power Investment Agreement shall be effective from November 24, 2008 and shall remain valid for a period of 3 years or till the initial public offering of the Equity Shares of the Company, whichever is earlier. The Ventura Power Investment Agreement sets out the rights and obligations in relation to the investment made by Ventura Power in the Equity Shares of the Company and, inter alia provides that: (i) AEL shall maintain its shareholding in the Company at or above the 51% threshold and shall not transfer control of the Company as long as Ventura Power holds an interest in the Company. AEL and / or its affiliates shall have the right of first refusal in respect of purchase of the subscription share proposed to be divested by Ventura Power. Company agreed to list the Equity Shares of the Company in BSE, NSE or an international stock exchange as agreed. The initial public offering of the Equity Shares of the Company may be conducted via a fresh issue of shares or an offer of sale by the existing shareholders. In case the initial public offering of the Equity Shares of the Company is through an offer for sale, Ventura Power shall have the right, but not the obligation, to participate in the sale on a pro-rata basis. If an initial public offering of the Equity Shares of the Company does not take place within 36 months from the date of allotment of shares to Ventura Power, prior

(ii) (iii)

(iv)

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written consent of Ventura Power would be required for certain key matters, including, but not limited to, the following: (a) (b) change to the memorandum of association and the articles of association of the Company. the issue of new shares or other changes to the agreed capital structure, except in the course of an initial public offering of the Equity Shares of the Company, provided that Ventura Power should not have any veto rights on inter-se equity transactions within the sponsors and affiliates of the promoters of the Company and any purchase of shares by AEL from an existing shareholder of the Company. additional borrowing, including all forms of debentures, subordinated debentures and preference shares and the issuance of any guarantee by the Company, above a debt/equity ratio of 4:1.

(c)

These special rights will cease upon the initial public offering of the Equity Shares of the Company. (v) The parties have agreed that in the event, there is any restriction or bar imposed on sale of the subscription shares, either by statutory enactment or order by any court/ statutory bodies, rendering implementation of this agreement impossible, then this agreement shall be deemed to be void ab initio.

3.

Shareholders’ Agreement between the Company and Millennium Developers Private Limited The Company and Millennium Developers have entered into a shareholders agreement dated January 15, 2008 (the “Millennium SHA”) in terms of which Millennium Developers has agreed to acquire, either directly or through its nominee, equity shares of APML representing 26% of the issued and paid-up share capital of APML, while the Company (or any other Adani Group company) will hold 74% of the issued and paid-up share capital of APML. The Millennium SHA, inter alia, provides that: (i) The Adani Group has the complete responsibility and control over the management and operations, including project management and project execution, of the 1,320 MW power project proposed to be developed by APML in Maharashtra. The Company is not entitled to assign, transfer, charge or otherwise deal with any of its rights or obligations under the Millennium SHA or grant, declare, create or dispose of any of its rights or interest in the whole or part of the Millennium SHA. In case of investment to be made by any new investor in APML, the Company and Millennium Developers will proportionately dilute their shareholding in APML. The Company has a right of first refusal over the equity shares held by Millennium Developers and Millennium Developers may not transfer any equity shares of APML without giving prior written notice to the Company. The transfer price will be decided on the basis of third party independent valuation. Millennium Developers has a right to nominate proportionate directors subject to a maximum of two directors on the board of directors of APML. The Millennium SHA shall terminate upon Millennium Developers ceasing to hold any equity shares of APML.

(ii)

(iii) (iv)

(v) (vi) 4.

Lease Deed between Mundra Port and Special Economic Zone Limited and the Company The Company and Mundra Port and Special Economic Zone Limited (“MPSEZL”) have entered into a lease deed dated December 28, 2006 (the “Mundra Lease Deed”) in terms of

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which the Company has taken on lease 2,938,810 square metres of land situated in a SEZ at Mundra for a term of 25 years commencing from the day of execution of the Mundra Lease Deed. The Mundra Lease Deed, inter alia, provides that: (i) (ii) The Company shall use the land solely for the purpose of setting up of a power plant/power SEZ. The Company shall have the right to develop the land and may enter into an agreement for construction and operation and maintenance subject to terms of the Lease Deed. The Company has paid one-time charges of Rs. 293.88 million and shall be liable to pay annual lease charges of Rs. 2.94 million. The Company may not, without the prior written approval of MPSEZL, sub-lease, assign, sublet, license, transfer or grant a right to the land to any person or create a charge or mortgage on the land or any part thereof MPSEZL shall be entitled to terminate the Mundra Lease Deed in the event of default of the terms of payment by the Company.

(iii) (iv)

(v)

The parties shall seek to resolve any dispute arising out of or in relation to the Mundra Lease Deed through mutual discussion, failing which the dispute shall be settled through arbitration. 5. Memorandum of understanding dated August 2, 2008, between the Company and Mundra Port and Special Economic Zone Limited for allocation of land for expansion of coal based thermal power plant at Mundra The Company and Mundra Port and Special Economic Zone Limited (“MPSEZL”) have entered into a memorandum of understanding dated August 2, 2008 (“the Mundra MoU”) for allocation of land for expansion of the coal based thermal power plant at Mundra. Under the Mundra MoU, MPSEZL shall allocate 159 Ha of land to the Company for the expansion of coal based thermal power plant at village Tunda-Wand, Mundra, Kutch. MPSEZL has agreed to give the 159 Ha land on lease to the Company for a period of 50 years from the date of the lease deed. In consideration, the Company shall pay a lease rent to MPSEZL at the rate of Rs. 100 per square meter to be paid upfront and Re. 1 per square meter per annum to be paid annually in advance. The lease deed is required to be executed within one year from the date of signing of the Mundra MoU. The term of the lease and the time limit to enter in the lease deed can be extended on mutual agreement. 6. Infrastructure Use Agreement The Company and Mundra Port Special Economic Zone Limited (“MPSEZL”) (the “Parties”) have entered into an agreement dated December 28, 2006 (the “Agreement”) for the use of infrastructural facilities set up/to be set up by MPSEZL (the “Infrastructural Facilities”). The Infrastructural Facilities include: (i) (ii) (iii) (iv) access to roads, both internal and approach roads; right of way/corridor to lay telecom cable; right of way/corridor to water pipeline; and tapping point for electrification from the nearest sub-station.

MPSEZL had granted land on lease to the Company for a period of 25 years through lease deed dated December 28, 2006 (the “Lease Deed”). The Agreement shall be co-terminus with the Lease Deed. In consideration for the use of Infrastructural Facilities, the Company shall pay an upfront amount calculated at the rate of Rs. 800 per square metre of area leased for a period of 25 years. The Company paid an amount of Rs. 1,636.12 million to MPSEZL. Further, the Company shall be responsible for the payment of taxes and other charges. In case of early termination/expiry by efflux of time, the infrastructure usage charges shall not be refundable.

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The Company is entitled to terminate the Agreement by giving 180 days notice to MPSEZL. Further, the Company shall not be entitled to refund from MPSEZL of any payment made on account of this Agreement. Any disputes arising out of or in relation to the Agreement shall be resolved through mutual discussions within 30 days, subject to the provisions of the SEZ Act, 2005. In case the dispute cannot be resolved amicably within 30 days, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 and in the manner provided therefor in the Agreement. 7. Shared Services Agreement The Company, Adani Enterprises Limited (“AEL”) and Mundra Special Economic Zone Limited (“MPSEZL”) (collectively referred to as the “Parties” and individually as a “Party”) had entered into an agreement dated April 1, 2008 (the “Original Shared Services Agreement”) setting out the terms and conditions for sharing of various services and facilities which include salary expenses of coal mining and power trading department, Adani House (Ahmedabad), Anand Niketan Guest House (New Delhi), Mumbai Guest House, Ahmedabad Guest House, Adani Corporate House, Adani Knowledge Centre, Central Recruitment Cell, AEL Pool Car Expense and aircrafts (B200 and Hawker). In terms of the Original Shared Services Agreement, each Party’s share shall be decided by a committee of CFOs or equivalent persons of each of the Parties. Further, the Parties entered into an amendment agreement dated October 24, 2008 (“Amended Shared Services Agreement”) setting out the terms and conditions for sharing of various services and facilities which include salary expenses of chairman’s office, administration department, legal functionaries of AEL and MPSEZL, part salary expenses of corporate affairs and all expenses including salaries, travel etc. The Parties have renewed and extended all the terms and conditions of the Original Shared Services Agreement and the Amended Shared Services Agreement through an agreement dated April 1, 2009 (the “Renewed Shared Services Agreement”). The Renewed Shared Services Agreement shall be valid for a period of one year from the date of its execution. This Renewed Shared Services Agreement may be terminated by any Party by giving prior written notice of one month to the other Parties, or in the case of default by any Party in paying its share of the expenses for a consecutive period of three months. 8. Subscription Share Agreement between the Company, APML and Somerset Emerging Opportunities Fund The Company, APML and Somerset Fund have entered into a subscription share agreement dated March 27, 2009 (the “Somerset SSA”), wherein Somerset Fund agreed to subscribe to, and APML agreed to issue and allot to Somerset Fund, fully paid up equity shares of APML, on at par basis. The consideration payable by Somerset Fund under the Somerset SSA amount is Rs. 1,000 million in one or more tranches as may be agreed by the parties, with the first tranche being for Rs. 330 million. In the terms of the Somerset SSA, Somerset Fund shall not transfer any equity shares held by it, except giving prior notice to APL. The transfer price will be decided on the basis of third party independent valuation. APML is required to invest the subscription amount received towards the development and implementation of the 1980 MW power project proposed to be developed in Maharashtra. Under the Somerset SSA, dispute resolution would be done through amicable negotiations and arrangements. If the dispute cannot be settled through amicable means, parties would resort to arbitration.

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9.

Co-Developer Agreement between Mundra Port and Special Economic Zone Limited (“MPSEZL”) and the Company The Government of India had issued approvals to MPSEZL for the development of two multi product SEZs at Mundra, district Kutch, Gujarat (“Multi Product SEZs”). Further, the government had issued approval to the Company to develop, operate and maintain a sector specific SEZ for power sector (“Power SEZ”). MPSEZL and the Company have entered into an agreement dated January 8, 2009 (the “CoDeveloper Agreement”), wherein MPSEZL authorized APL to be the co-developer for the combined SEZ (the “Combined SEZ”), resulting from the merger of the Multi Product SEZs and Power SEZ, for generation, transmission, distribution of power and related infrastructure facilities as permitted under SEZ Rules. Under the terms of the Co-Developer Agreement, APL will provide power to MPSEZL and/or other co-developer(s) authorized by MPSEZL for distribution of utilities as per terms and conditions, and convents that may be agreed between MPSEZL or such co-developer and APL. Further, APL is required to keep MPSEZL informed of the progress of the development of power generation facilities and MPSEZL will have right to inspect and/or take copies of documents, agreements etc. executed by APL in relation to development of such facilities.

B. I. 1.

Brief description of key Contracts in relation to Our Projects 1,320 MW Mundra Phase I and II Power Project – Mundra, Gujarat Award of Assignment for the services of Owner’s Engineers Mundra Port Special Economic Zone Limited (“MPSEZL”) had through letter dated December 3, 2004 appointed Fitchner Consulting Engineers (India) Private Limited (“Fitchner”) as consultants for the 2x125 MW power plant proposed to be set up by MPSEZL (the “Work Order”). The aggregate fee for the assignment is Rs. 46.6 million. Additionally, MPSEZL is required to reimburse certain expenses, pay Rs. 0.14 million per month as fee for the staff employed by Fitchner for construction management and site supervision services and pay establishment charges. Subsequently, through a letter dated October 10, 2005 the capacity of the work was revised from 2x125 MW to 2x250/300 MW and the aggregate fee was revised to Rs. 62.0 million. The Company, through letter dated July 4, 2006, informed Fitchner that the Work Order has been assigned by MPSEZL to the Company and consequently, the Work Order be deemed to have been issued by the Company.

2.

Letter of Award from the Company to Sichuan Machinery and Equipment Import and Export Company Limited for the supply of 2x330 MW thermal power plant equipment The Company has issued a letter of award dated June 30, 2006 to Sichuan Machinery and Equipment Import and Export Company Limited (“SCMEC”) (“LoA”) for manufacture, inspection, testing at works, sub-vendor’s works, packing and forwarding and supply of equipment and material for steam generator and steam turbine generator for the 2x330 MW units at Tunda, Gujarat, India (the “Project”). The price payable by the Company to SCMEC for the Project shall be US$ 206 million and the payment shall be made in accordance with the schedule provided therefor. The LoA, inter alia, provides that: (ii) SCMEC shall furnish a performance security of US$ 15.1 million (“Performance Security”) to the Company, which the Company can claim on various grounds which include failure by SCMEC to extend the Performance Security till the issuance of performance certificate, failure of SCMEC to remedy a default within 42 days after receiving notice from the Company and in circumstances which entitle the Company to terminate the contract. The Company has received the Performance Security. 95

(iii)

SCMEC shall supply the goods to the Company in accordance with the delivery schedule provided for in the contract and the last delivery date shall be 24 months commencing from July 1, 2006. The failure by SCMEC to complete the entire delivery within delivery schedule shall make SCMEC liable for damages at the rate of US$ 0.75 million per week of delay subject to a maximum of US$ 11.32 million. SCMEC shall, however, be entitled to adjustment of the delivery schedule if the delay is caused due to any variation or which has been caused by or attributable to the Company/Company’s personnel. If SCMEC wants to deliver the goods before the last date, the approval of same shall be obtained from the Company and the Company shall issue a certificate to that effect. SCMEC shall be entitled to charge financing charges (“Financing Charges”) from the Company at LIBOR + 2% for non-compliance by the Company with the timing of payments in the manner as specified in the LOA.

(iv)

The Company may terminate the LOA on the certain specified grounds. SCMEC may, after completion of 28 days’ of charging financing charges, suspend the manufacture and supply of the goods by giving 21 days’ notice. Further, SCMEC shall be entitled to terminate the contract by giving 14 days’ notice to the Company on certain specified grounds which include (i) prolonged suspension (not less than 150 days), (ii) the Company substantially fails to perform its obligations under the contract, or (iii) the Company becomes bankrupt or insolvent or goes into liquidation. Any disputes arising out of and in relation to the LOA shall be resolved by arbitration, in accordance with UNCITRAL Arbitration rules as provided for in the LOA, at Singapore in English language. 3. Contract for operation and maintenance between the Company and Sichuan Fortune Project Management Limited for Mundra Thermal Power Plant (Phase - I, 2 X 330 MW) The Company and Sichuan Fortune Project Management Limited, (“SFPML”) have entered into a Contract for operation and maintenance dated December 18, 2008 (the “O&M Contract”) for providing manpower services for the operation and maintenance and to train Indian personnel (the “Services”) for developing 2x330 MW Thermal Power Plant for Mundra Phase I Power Project. The contract price for the O&M Contract is US$ 1.54 million per month. The term of the contract shall be 12 months, the period can however be extended at the discretion of the Company for another 6 months. All disputes arising out of or in relation to the contract shall be referred to arbitration and the proceedings shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996. 4. Service Contract between the Company and Sichuan Fortune Project Management Limited for Mundra Phase I Power Project The Company and Sichuan Fortune Project Management Limited, (“SFPML”) have entered into a Service Contract dated August 2, 2006 (the “Service Contract”) for erection, testing, commissioning, construction and construction management services (the “Works”) for the BTG island of 2x330 MW thermal power plant for Mundra Phase I Power Project (the “Contractual Plant”). The contract price for the Service Contract is US$ 20 million. The Service Contract, inter alia, provides that: (i) SFPML shall complete the Works for the first 330 MW unit within a period of 27 months and for the second 330 MW unit within a period of 30 months from the date of commencement. SFPML shall, however, be entitled to extension of time on specified grounds which include: (i) any change to the Company’s requirements or the Works instructed/approved in terms of the Service contract; (ii) any delay

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attributable to the Company or Company’s suppliers, personnel or Company’s other contractor’s on the project site. In case of delay, SFPML is required to pay to the Company damages at the rate of 3.775% of the contract price per section per week, subject to a maximum of 56.62% of the contract price. (ii) SFPML shall be entitled to charge financing charges from the Company at LIBOR + 2% for non-compliance by the Company with the timing of payments in the manner as specified in the Service Contract.

The Company is entitled to terminate the Supply Contract by giving 14 days’ notice, inter alia, if the SFPML: (a) abandons the manufacture and supply of goods or demonstrates intention to not perform its obligations under the Service Contract; (b) without reasonable excuse fails to proceed with the Works; (c) sub-contracts the Works or assigns the Service Contract without the required consent; (d) or its guarantor in relation to the Service Contract becomes subject of bankruptcy or insolvency proceedings; (e) gives or offers to give bribe in relation to the Supply Contract or if SFPML’s personnel, agents or sub-vendors do so; (f) breaches any of its representations or warranties. However, on the occurrence of (d) or (e) above, the Company may by notice terminate the Supply Contract immediately. SFPML is entitled to terminate the Service Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension (not less than 112 days); (ii) the Company substantially fails to perform its obligations; (iii) the company becomes bankrupt or insolvent or goes into liquidation. All disputes arising out of or in relation to the contract shall be referred to arbitration and the proceedings shall be conducted in accordance with the UNCITRAL Arbitration Rules and terms of the Service Contract. 5. Agreement between the Company and Kowa Company Limited The Company has issued a letter of award dated March 1, 2007 (“LOA”) to Kowa Company Limited, Japan (“KCL”) (the “Parties”) for the manufacture, supply and proving performance of 2x330 MW coal based boiler, steam turbine generator package as per the specifications provided in the LOA. The price payable for the Supply is US$ 235.00 million payable in accordance with the payment schedule. The supply of goods under the LOA shall be on a FOB basis as defined under the INCOTERMS 2000. The LOA, inter alia, provides that KCL shall deliver the goods according to the delivery schedule specified in the LOA, the last delivery date being March 1, 2009. KCL shall be liable to pay damages for delay in making deliveries in accordance with the delivery schedule, subject to a maximum amount of US$ 11.62 million. Further, KCL shall also be liable to pay damages for shortfall in performance of the contractual plant calculated in accordance with the formula provided in the LOA. However, sum of all damages payable by KCL will not exceed US$ 22.65 million except when the gross output of the Contractual Plant falls below 97.5% of the guaranteed gross output, or if the gross heat rate is more than 2280kcal/ kWh or if the auxiliary power consumption of the contractual plant is 5% over the guaranteed auxiliary power consumption. This Agreement has termination provisions on account of default and it also provides for arbitration under the UNCITRAL Arbitration Rules 6. Service Contract between the Company and Sichuan Fortune Project Management Limited for Mundra Phase II Power Project The Company and Sichuan Fortune Project Management Limited, (“SFPML”) have entered into a Service Contract dated March 5, 2007 (the “Service Contract”) for erection, testing, commissioning, construction and construction management services (the “Works”) of 2x330 MW thermal power plant equipment at Mundra Phase II Power Project (the “Contractual Plant”). The contract price for the Service Contract is US$ 20 million. SFPML shall be entitled to charge financing charges from the Company at LIBOR + 2% for non-compliance

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by the Company with the timing of payments in the manner as specified in the Service Contract. The Service Contract, inter alia, provides that: (i) SFPML shall complete the Works for the first 330 MW unit within a period of 27 months and for the second 330 MW unit within a period of 30 months from the date of commencement. SFPML shall, however, be entitled to extension of time on specified grounds which include: (i) any change to the Company’s requirements or the Works instructed/approved in terms of the Service contract; (ii) any delay attributable to the Company or Company’s suppliers, personnel or Company’s other contractor’s on the project site. In case of delay, SFPML is required to pay to the Company damages at the rate of 3.775% of the contract price per section per week, subject to a maximum of 56.62% of the contract price. SFPML is eligible for payment of bonus by the Company, if all the works of the contracted unit are completed before the time of completion, as follows: Time before the agreed time of completion (in months) 1 2 3 Bonus payable (In US$ Million) 0.125 0.25 0.5

(ii)

The Company is entitled to terminate the Supply Contract by giving 14 days’ notice, inter alia, if SFPML: (a) abandons the Works or demonstrates intention to not perform its obligations under the Service Contract; (b) without reasonable excuse fails to proceed with the Works; (c) sub-contracts the Works or assigns the Service Contract without the required consent; (d) or its guarantor in relation to the Service Contract becomes subject of bankruptcy or insolvency proceedings; (e) gives or offers to give bribe in relation to the Supply Contract or if SFPML’s personnel, agents or sub-vendors do so; (f) breaches any of its representations or warranties. However, on the occurrence of (d) or (e) above, the Company may by notice terminate the Supply Contract immediately. SFPML is entitled to terminate the Service Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension (not less than 112 days); (ii) the Company substantially fails to perform its obligations; (iii) the company becomes bankrupt or insolvent or goes into liquidation. 7. Coal Supply Agreement between Adani Enterprises Limited and the Company The Company and Adani Enterprises Limited (the “Supplier”) (the “Parties”) have entered into an agreement dated December 8, 2006 (the “Agreement”) for supply of Standard Coal with average GCV 6,000 kcal per kg by the Supplier to the Company in accordance with the terms of the Agreement. The period of contract (“Contract Period”) shall be 15 years from COD of the 660 MW power plant project undertaken by the Company at Mundra. The Agreement, inter alia, provides that: (i) The Supplier shall supply 90,000 tonnes of Standard Coal during the start-up period and 2 million tonnes of Standard Coal each year during the Contract Period. Further, at Company’s request the Supplier shall sell up to 0.1 million tonnes of Standard Coal each year. Additionally, the Supplier shall use best endeavours to sell a further amount of Standard Coal not exceeding 0.1 million tonnes each year at Company’s request. The Standard Coal shall be supplied in accordance with the scheduling provisions as detailed in the Agreement. On occurrence of an event of default, the non-defaulting Party may terminate the Agreement after giving due notice. The events of default include: (a). breach of material obligations by the Supplier;

(ii)

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(b). (c). (d). (e). (f). (g). (h). (i).

failure by the Supplier to deliver at least 90% of the aggregate quantity requested by the Company in two consecutive shipments or any three shipments in a year; failure by the Supplier to deliver Standard Coal conforming to the specifications for any two consecutive shipments or for more than 33% of the shipments in a year; any failure by the Company to make payment of invoice; breach in any material respects of the representations and warranties made by the Supplier; insolvency or liquidation(voluntary) or winding-up or dissolution of either party; either Party ceasing or threatening to cease to carry on business; or any distress execution being issued, levied or enforced upon the business, undertaking, property or assets or any part thereof of either Party; or any act or omission by any Party or its officers, employees or agents which in other Party’s opinion prejudices the interest of the first party or brings the name of first party into disrepute.

The Agreement was amended by the Parties through amendment no.1 to coal supply agreement dated August 10, 2007 (the “Amendment Agreement”). In accordance with the Amendment Agreement, the Supplier shall additionally supply Standard Coal for Mundra Phase II Power Project for a period of 15 years from COD of Mundra Phase I Power Project or Mundra Phase II Power Project, whichever is later, on the same terms and conditions as set out in the Agreement. There were subsequently amendments dated September 28, 2007 and April 15, 2008 to this agreement. However, through a letter agreement dated April 13, 2009 all such amendments have been terminated and the terms of the agreement stated above are valid as on date. 8. Purchase Order issued by the Company to Ion Exchange (India) Limited The Company has issued a purchase order (P.O. No. APL/120702/VJ/357/07) dated July 4, 2007 (the “Purchase Order”) to Ion Exchange (India) Limited (“IEL”) for the design, manufacture, erection, testing and commissioning of 7 MLD seawater desalination plant for Mundra Phase I and II Power Project. The Purchase Order was thereafter amended through letter no. APL/IE/Amend1/KSN2180/08 dated September 5, 2008. The price for the Purchase Order, as amended is Rs. 207.3 million. The Purchase Order requires IEL to submit a contract performance guarantee for an amount of Rs. 10.32 million, valid till delivery/commissioning of the desalination plant. The Purchase Order, inter alia, provides that: (i) The desalination plant shall be delivered in such a way that the equipment/ plant shall be commissioned in all respects by October 31, 2008. In the event of any delay, IEL shall be liable to pay liquidated damages which shall be calculated in accordance with the Purchase Order and deducted by the Company from outstanding payments due to IEL. However, the liquidated damages shall not absolve IEL from its obligations. IEL shall provide training to the Company’s engineers to familiarise them with operation and maintenance of the desalination plant. The cost of boarding and lodging shall be borne by the Company, whereas those for training shall be borne by IEL.

(ii)

9.

Power Purchase Agreement between Gujarat Urja Vikas Nigam Limited and the Company The Company and Gujarat Urja Vikas Nigam Limited (“GUVNL”) (the “Parties”) have entered into a Power Purchase Agreement dated February 6, 2007 (the “PPA”) to sell the generation capacity and supply of electricity in bulk to the extent of 1000 MW (“Contracted

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Capacity”) from the Mundra Phase I and II Power Project (“Mundra I”) by the Company to GUVNL. The term of the PPA is 25 years from the scheduled commercial operation date of the last unit of the Mundra I. GUVNL may, however, give a notice to the Company at least 180 days prior to the expiry of the PPA, for the extension of the term. On receipt of notice, the Parties shall meet and discuss the extension, which may be extended on mutually agreed terms. The Company has provided an irrevocable and unconditional bank guarantee (“Bank Guarantee”) of an aggregate amount of Rs. 750 million, valid up to six months after the COD, to GUVNL. The COD is 36 months from the date of signing of the PPA. Subsequent to the completion of certain conditions specified in the PPA, the Bank Guarantee shall be substituted by a security deposit in the form of a bank guarantee for Rs. 500 million (the “Security Deposit”). The Security Deposit shall be for the timely completion of the project and commencement of commercial operation within the time specified in the PPA. If the Company fails to commence the supply of electricity as mandated in the PPA, GUVNL shall have the right to encash and appropriate in their favour as liquidated damages an amount equivalent to 0.67% of the security deposit in proportion to the capacity delayed. The Security Deposit shall be released by GUVNL within 15 days from COD if the Company has satisfactorily fulfilled obligations in terms of the PPA. GUVNL shall have the first right of refusal on any additional/surplus capacity from the power station. However, the first right of refusal shall not be applicable in case the Company: (a) (b) (c) (d) uses such additional/surplus capacity for its own captive consumption; contracts to sell such additional/surplus capacity, on a long term basis, to its group companies for captive consumption; contracts to sell such additional/surplus capacity, on a long term basis, to a government controlled distribution licensee in the state where the power station is located; and contracts to sell such additional/surplus capacity, on a long term basis, to a government controlled entity responsible for supplying bulk power to distribution licensees in the state where the power station is located.

The available Contracted Capacity shall be for the exclusive benefit of GUVNL. The available Contracted Capacity may be sold to a third party on certain grounds specified in the PPA. However, the Company shall not itself use any of the electricity generated by the power station from the Contracted Capacity during the term of the PPA. In terms of the PPA, the Company shall be responsible for construction of the project in a timely manner so that the contracted capacity is commissioned no later than COD, owning the power station throughout the term of the PPA and undertaking all activities in relation thereto including obtaining and maintaining all the requisite consents. The Company shall, however be entitled to extension of time to perform its obligations, if the delay has resulted due to any material default of GUVNL, Force Majeure, delay in provision of open access or transmission facilities by CTU or if the Company arranges to supply power to GUVNL from alternate sources. The COD may be extended by not more than 12 months and if the COD is delayed by more than 12 months, then the PPA shall terminate as detailed therein. If the Contracted Capacity is not commissioned by COD, the Company shall have to pay liquidated damages for the delay, which shall be the encashment and appropriation of the Security Deposit for a delay upto five months and for any further delay the damages shall be calculated in the manner set forth in the PPA. However, the aggregate liability shall not extend beyond 12 months of the delay for the contracted capacity and if there is any further delay, then GUVNL shall have the option to terminate the PPA for breach by the Company and claim liquidated damages for such breach. The PPA mandates that the Company shall enter into a fuel supply agreement, the modalities whereof shall be decided with approval from GUVNL in certain specified cases. The Company shall install a set of main and check meters in accordance with the provisions of the PPA and in consultation with the CTU/STU/GUVNL, which shall be subject to inspection and testing requirements.

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GUVNL shall pay to the Company, monthly tariff payment on or before the due date, comprising of the quoted tariff by the seller for every year, determined in accordance with the formula provided in the PPA. The monthly tariff payment for shall consist of monthly capacity payment charge, monthly energy charge, monthly incentive payment and monthly penalty payment. The PPA also lays down the mechanism for the delivery, content and payment of monthly bills. In the event of delay in payment of a monthly bill by GUVNL beyond 60 days, a surcharge shall be payable by GUVNL at the rate of SBI PLR + 2% on the outstanding payment, calculated on a day to day basis on p.a. basis, for each day of the delay. For payment of monthly bills within seven days of presentation, a rebate of 2% shall be allowed and for payment after seven days but within one month, a rebate of 1% shall be allowed. GUVNL shall provide for a payment security mechanism in the form of a monthly revolving and irrevocable Letter of Credit (“LC”) opened and maintained by GUVNL. The LC may be substituted by a bank guarantee or an equivalent instrument mutually agreed. Additionally, GUVNL and the Company shall enter into a default escrow agreement for the establishment and operation of escrow account in favour of the Company and in case the LC is not operational or sufficient to pay for the pending payments, the revenues from GUVNL’s customers shall be deposited in the escrow account. The PPA contains provisions for tariff adjustment payments for change in law. In terms of the PPA, Company’s events of default include: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) failure of any unit to be commissioned by the date falling 12 months after COD; subsequent to commissioning and during its retest unit’s tested capacity is less than 92% of its rated capacity and the tested capacity remaining below 92% even after three months thereafter; the Company is unable to make available the full contracted capacity at the delivery point; after COD, the Company fails to achieve average availability of 65% for 12 consecutive months; the Company fails to make any payment due to GUVNL within 3 months; any misrepresentation or untrue statement in the representation and warranties; assignment by the Company of its assets or rights in violation of the PPA; transfer or novation of its rights and/or obligations by the Company under the PPA; Company is subject to bankruptcy or insolvency laws or goes into liquidation or dissolution; Company repudiates the PPA; and material breach, by the Company, of any obligation pursuant to the PPA.

On occurrence of any of the Company’s events of default, GUVNL shall have the option to terminate the PPA after delivering a preliminary termination notice. On termination of the PPA pursuant to the occurrence of Company’s event of default, the Company shall pay compensation to GUVNL equivalent to six months of billing at the quoted tariff and energy corresponding to 80% of the contracted capacity as liquidated damages. Additionally, the Company shall be required to pay any compensation pursuant to transmission regulations. Furthermore, the Company shall not sell power to any third party or to the grid till the termination payment has been made. In the event that GUVNL does not terminate the PPA, the Company shall not be allowed to sell the contracted power to a third party and in breach of the stipulation, the Company shall pay to GUVNL an amount equivalent to the difference between highest price of power in western region and the quoted tariff for the concerned period. The Parties modified the PPA through a supplemental power purchase agreement dated April 18, 2007 (the “Supplemental PPA”) to supplement and modify the PPA. The Supplemental PPA changed the delivery point from 220 KV Nani Khakhar Sub-station to Bus-bar of Mundra Thermal Power Project situated at Mundra, District Kutch, Gujarat. Accordingly, Article 1.1 and Schedule 7 of the PPA were amended through the Supplemental PPA.

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10.

Port Services and Cargo Handling Agreement Adani Power Limited (the “Company”) and Mundra Port Special Economic Zone Limited (the “MPSEZL”) (together referred to as the “Parties”) have entered into an agreement for port and cargo handling services dated December 8, 2006 (the “Agreement”), for the following consideration: Sr. No. 1. 2. 3. Head Port Dues Berth Hire Charges Waterfront royalty Charge 0.57 0.15 30 Unit USD per GRT USD per GRT per day INR per MT of Cargo

In the event the Company fails to make the payment for three consecutive invoices on or before their respective dates of the charges or any part thereof beyond 30 days from the date of the invoice, it shall be liable to pay interest on the unpaid amount at a rate of 2% above the SBI PLR, applicable from the payment date till date on which the full payment is made (both days inclusive). The Agreement, inter alia, provides: (i) (ii) The ownership of the terminal used by the Company shall vest in MPSEZL and the Company shall have no right, title, interest and/or claim in respect thereof. MPSEZL shall give priority to vessels carrying coal for the Company for berthing at the delivery port if the Company has intimated MPSEZL of the arrival schedule in accordance with the Agreement. Events of default by the Company and MPSEZ and the consequences thereof. After giving a notice for a period of 30 days MPSZL may suspend its services under the agreement if the default continues for a period of 180 days.

(iii) (iv)

The term of the Agreement is 15 years from the COD of the last unit of District Kutch, Gujarat. The agreement allows the Company to terminate the agreement on certain grounds. 11. Bulk Power Transmission Agreement (“BPTA”) between Powergrid Corporation of India Limited and Adani Power Limited Adani Power Limited (the “Company”) and Powergrid Corporation of India Limited (“Powergrid”) have entered into a BPTA dated March 3, 2009, for availing long term open access in accordance with Central Electricity Regulatory Commission (Open access in inter state transmission) Regulations dated January 30, 2004 and Electricity Act, 2003 to the transmission system of Powergrid. The BPTA, inter alia, provides that the open access would commence from the date of availability of dedicated transmission system i.e.; Adani (Mundra) - Dehgaon 400 KV D/C line and availability of Sipat-II supplementary scheme. This dedicated system is required to be built, owned, operated and maintained by the Company. The Company is required to furnish a revolving Letter of Credit equivalent to 105% of the estimated monthly bills. In addition, the Company is required to provide security in the form of fixed deposit receipt with nationalised bank pledged in favour of Powergrid, equivalent to 6 months estimated average transmission charges of the concerned regions applicable to the Company. In terms of the BPTA, the Company has agreed to share and pay all the transmission charges of Powergrid including Foreign Exchange Rate Variation (“FERV”), incentive, income tax and other charges and taxes for the use of its transmission system of western region including

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inter regional links/ ULDC/ NLDC charges and any additions thereof. Additionally, the Company would bear the applicable transmission charges corresponding to 200 MW permitted through long term open access from the date of commencement of open access. The term of BPTA is twenty-five (25) years and all differences/disputes between the parties out of or in connection with the BPTA is required to be resolved in terms of the redressal mechanism provided under Regulation 35 of the CERC Regulations. 12. Agreement between Adani Power Limited and Gujarat Water Infrastructure Limited Adani Power Limited (the “Company”) has entered into an agreement dated March 31, 2008 with Gujarat Water Infrastructure Limited (“GWIL”) to purchase a monthly amount of water that equals to minimum of 1.50 MLD and maximum of 3.90 MLD from GWIL (“Agreement”). The Agreement, inter alia¸ provides that the Company would be required to establish, operate and maintain all interconnection facilities and the infrastructure required for the supply. Additionally, the Company is required to obtain the final compliance certificate from the GWIL and would be responsible for obtaining all permissions and/or approvals required for the construction, operation and maintenance of any and all interconnection facilities including the pumping station. In terms of the Agreement, the Company has deposited with the GWIL a performance security in the form of cash deposit non interest bearing equal to Rs. 81,00,000 which is required to be refunded to the Company upon termination of the Agreement, after adjustment of all dues payable to the Company. The tariff rate applicable would be Rs. Fifteen (15) per 1000 litre. Notwithstanding anything in the Agreement, the Company has agreed and undertaken that: (i) (ii) it knows that the water is being drawn from longer distance and hence shall not raise any objection for irregular supply by GWIL; it knows that the drinking water has got priority over the water for industrial use and in view of this the Company shall have no objection to accept less quantity of water then the agreed quantity. it shall not use underground water for its requirement and understand that failure to do so shall make the Company liable to termination of the Agreement.

(iii)

The term of the Agreement would be five (5) years and shall be automatically renewed for the period of ten (10) years unless either party gives a notice for termination, twelve (12) months prior to the expiry of the term. Any difference, dispute or controversy in relation to the Agreement are required to be resolved through arbitration if no amicable resolution is reached between the parties. II. 1. Mundra Phase III Power Project – Mundra, Gujarat Agreement between Adani Power Limited, Ahmedabad and SEPCO III Electric Power Construction Corporation Shandong, P.R. China Adani Power Limited, Ahmedabad (the “Company”) SEPCO III Electric Power Construction Corporation Shandong, P.R. China (the “Supplier”) have entered into a supply contract dated September 6, 2007 (the “Supply Contract”) for design, engineering, procurement and supply (CIF) of goods and equipment for 2x 660 mega watt super critical thermal power plant to be set up by the Company at Adani Power SEZ Tunda/ Siracha, Gujarat for a contract price of US$ 949.96 million.

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The Supply Contract, inter alia, provides that: (i) (ii) The delivery to the site shall commence from May 1, 2008 and the last date of delivery is November 1, 2011. Supplier shall furnish an advance payment bank guarantee for an aggregate amount of US$ 92.99 million, which shall be reduced quarterly according to the sequence of the issuing of the bank guarantee. Along with it the Supplier also has to furnish performance guarantee of US$ 61.99 million within 120 days or in instalments as per the schedule. The Supplier shall be liable for the payment of liquidated damages to the Company for shortfall in the performance of the contractual plant. The damages shall not exceed US$ 119.39 million except when the gross output of the contractual plant falls below 97.5% of the guaranteed gross output, or if the gross heat rate is more than 2115 kcal/kWh or if the auxiliary power consumption is 5% over the guaranteed auxiliary power consumption. Additionally, Company has the right to reject the contractual plant, subject to the provisions of the Supply Contract, if the gross output of the contractual plant falls below 97.5% of the guaranteed gross output, or if the gross heat rate is more than 2115 kcal/kWh or if the auxiliary power consumption is 5% over the guaranteed auxiliary power consumption. On failure on the part of the Company to make the payments within 28 days of the timing of payment then it will be liable to pay the interest on delayed payment, at LIBOR+ 2% p.a.

(iii)

(iv)

The Company and the Supplier are entitled to terminate the Supply Contract on certain specified grounds and by providing notice under the agreement. The Supplier will be entitled to terminate the Supply Contract for prolonged suspension of work by the Company or if the Company fails to perform its obligations. 2. Service Contract between the Company and Shandong Tiejun Electric Power Engineering Company Limited The Company and Shandong Tiejun Electric Power Engineering Company Limited (the “Contractor”) have entered into a Service Contract dated September 7, 2007 (the “Contract”) for the design, engineering, erection, fabrication, testing, commissioning, construction and construction management services for the 2 x 660 MW thermal power project of the Company at Adani Power SEZ (“Power Project”) for a consideration of Rs. 7,040.00 million excluding taxes to the extent of 4.22%. In case the Contractor is liable to higher income tax, the entire surplus shall be borne by the Contractor. The Contract, inter alia, provides that: (i) The Contractor shall furnish a performance bank guarantee to the Company for USD 18.52 million based on the conversion rate of Rs. 40 = US$ 1 and shall be enhanced due to foreign exchange variation in the manner provided in the Contract. The Contractor shall commence the execution of the work within six months from the date of the signing of the Contract. The Contractor shall complete the first 660 MW unit of the Power Project within 40 months from the date of commencement and the second 660 MW unit of the Power Project within 45 months of the date of commencement. In case of any delay the Contractor shall be liable to pay damages to the Company However, the Contractor shall be entitled to extension of time for, inter alia, any change to the Company’s requirements or the works, any delay, impediment or prevention caused by or attributable to the Company or the Company’s suppliers, personnel or other contractors.

(ii) (iii)

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(iv)

If the works are completed prior to the stipulated time schedule, the Company shall pay a bonus at the rate of Rs. 63.67 million per week subject to a maximum of Rs. 955.15 million.

The Company and the contractor may terminate the Contract on certain specified grounds and by providing notice under the Contract. The Contractor shall be entitled to suspend work for non-compliance by the Company with the timing of payments in the manner as specified in the Contract. 3. Coal Supply Agreement between the Company and Adani Enterprises Limited The Company and Adani Enterprises Limited (hereinafter referred to as “AEL”) have entered into a coal supply agreement March 24, 2008 (the “Agreement”) whereby AEL has agreed to supply Standard Coal with average GCV 5,200 kcal per kg to the Company for the Mundra Phase III Power Project for a period of 15 years from the COD of the last unit of the plant or such further period as may be mutually agreed by them (“Contract Period”). In terms of the Agreement, AEL shall supply 0.34 MMT of Standard Coal to the Company during the start-up period. During the Contract Period, AEL shall supply 4.04 MMT of Standard Coal as firm quantity. Further, AEL shall supply optional quantity which shall be 5% of the contracted capacity. Additionally, AEL shall, if requested by the Company, use best endeavours to sell an amount of Standard Coal not exceeding 5% of the firm quantity each contract year during the contract period. On the occurrence of an event of default, the non-defaulting Party may give 30 days written notice to the defaulting party requiring it to remedy the default within 30 days of the notice. If the default is not capable of remedy or is not remedied within the cure period, then the nondefaulting Party may terminate the Agreement on giving not less than 30 working days’ notice. The events of default include: (a) any breach by AEL of any of its material obligations under the Agreement or any contract made pursuant thereto including, without limitation (i) failure to deliver Standard Coal in a quantity equal to 90% of the aggregate quantity requested by the Company in any two consecutive shipments or three shipments in a year; (ii) failure to deliver Standard Coal conforming to the specification for any two consecutive shipments or for more than 33% of the shipments in any contract year; (iii) failure to perform any material provisions of the Agreement; (iv) breach in any representations or warranties made by AEL; failure to make payment by the Company or breach of warranties made by the Company; either Party becoming insolvent or going into liquidation; either Party ceasing or threatening to cease to carry on business; any distress, execution or other process being issued levied or enforced upon the business, undertaking, property r assets or any part thereof; a petition being presented or meeting convened for considering a resolution for making of an administration order, winding-up, bankruptcy or dissolution of either Party; any act or omission of any party, or its officers which in the opinion of the other may prejudice its interest or bring its name to disrepute; any event ongoing analogous of the occurring in any jurisdiction; Company’s failure to buy coal from AEL for a period of two months from COD.

(b) (c) (d) (e) (f) (g) (h) (i)

The Agreement was subsequently amended through agreement dated April 15, 2008, which has been terminated by a letter agreement dated April 13, 2009 and the terms of the Agreement stated above are valid as on date. 4. Power Purchase Agreement between Gujarat Urja Vikas Nigam Limited and the Company The Company and Gujarat Urja Vikas Nigam Limited (“GUVNL”) (the “Parties”) have entered into a Power Purchase Agreement dated February 2, 2007 (the “PPA”) for the

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Company to sell 1000 MW net capacity at the Delivery Point (“Contracted Capacity”) from its Adani Thermal Power Station being set up at Korba, Chattisgarh (“Korba”). The Contracted Capacity may be reduced in proportion to the rated capacity as provided for in the PPA. The term of the PPA is 25 years from the COD of the Contracted Capacity. The PPA may, however, be mutually extended by the Parties on mutually agreed terms and conditions at least 180 days prior to the expiry of the PPA. The Company has provided to GUVNL an irrevocable and unconditional bank guarantee (“Performance Guarantee”) of an aggregate amount of Rs. 750 million, valid up to three months after the scheduled commercial operation date (COD). The COD is 60 months from the date of signing of the PPA. Subsequent to the completion of certain conditions specified in the PPA, the Performance Guarantee then existing shall be reduced by an aggregate amount equivalent to Rs. 0.25 million per each MW of the total contracted capacity on the due fulfilment of all the conditions. The Performance Guarantee shall be for the timely completion of the project and commencement of commercial operation within the time specified in the PPA. GUVNL shall have the right to liquidated damages for delay in providing the contracted capacity by the Company. The Performance Guarantee shall be released by GUVNL within 3 months from the actual commercial operation date if the Company has satisfactorily fulfilled obligations in terms of the PPA. The available Contracted Capacity shall be for the exclusive benefit of GUVNL. The available Contracted Capacity may be sold to a third party, in accordance with the PPA, if there is a part of the available Contracted Capacity not dispatched by GUVNL, which GUVNL is ordinarily entitled to receive. However, the Company shall not itself use any of the electricity generated by the power station from the Contracted Capacity during the term of the PPA. In terms of the PPA, the Company shall be responsible for construction of the project in a timely manner so that the Contracted Capacity is commissioned no later than COD, owning the power station throughout the term of the PPA and undertaking all activities in relation thereto including obtaining and maintaining all the requisite consents. The Company shall, however be entitled to extension of time to perform its obligations, if the delay has resulted due to any material default of GUVNL, Force Majeure, delay in provision of open access or transmission facilities by CTU or if the Company arranges to supply power to GUVNL from alternate sources. In case the Parties have not agreed to the period of extension of the COD, the scheduled connection date or the 25th anniversary of COD (the “Expiry Date”) within 30 days after the affected party has ceased to be affected by the relevant circumstance; either party may raise the dispute in accordance with the provisions of the PPA. The COD may be extended by not more than 12 months. If the Contracted Capacity is not commissioned by COD, the Company shall have to pay liquidated damages for the delay, which shall be calculated in the manner set forth in the PPA. However, the aggregate liability shall not extend beyond 12 months of the delay for the Contracted Capacity and if there is any further delay, then GUVNL shall have the option to terminate the PPA for breach by the Company and claim liquidated damages for such breach. The Company shall install appropriate meters in accordance with the provisions of the PPA and in consultation with the CTU/STU/GUVNL. The meters shall, further, be subject to inspection and testing requirements. The PPA mandates that the Company insurances during the construction period and the entire operating period. GUVNL shall pay to the Company, monthly tariff payment on or before the due date, comprising of the quoted tariff by the seller for every year, determined in accordance with the formula provided in the PPA. The monthly tariff payment shall consist of monthly capacity payment charge, monthly energy charge, incentive payment and penalty payment. The PPA also lays down the mechanism for the delivery, content and payment of monthly bills. In the event of delay in payment of a monthly bill by GUVNL beyond 30 days from Due Date, a surcharge shall be payable by GUVNL at the rate of 2% in excess of the applicable SBAR p.a. on the outstanding payment, calculated on a day to day basis on p.a. basis, for each day of the delay. For payment of any bill before due date rebate shall be paid by the Company to GUVNL. GUVNL shall provide for a payment security mechanism. Additionally, GUVNL and the Company shall enter into a default escrow agreement for the establishment and

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operation of escrow account in favour of the Company, through which the revenues of GUVNL shall be routed and used as per the terms of the default escrow agreement. Further, the Parties shall enter into an “agreement to hypothecate cum deed of hypothecation” to hypothecate with effect from 45 days prior to the COD, the amounts to the extent as required by the LC routed through the default escrow account and the receivables in accordance with the terms of the agreement to hypothecate cum deed of hypothecation. The PPA contains provisions for tariff adjustment payments for change in law. In terms of the PPA, Company’s events of default include: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) failure of any unit to be commissioned by the date falling 12 months after COD; subsequent to commissioning and during its retest unit’s tested capacity is less than 92% of its rated capacity and the tested capacity remaining below 92% even after three months thereafter; the Company is unable to make available the full contracted capacity at the delivery point; after COD, the Company fails to achieve average availability of 65% for 12 consecutive months within any continuous period of 36 months; the Company fails to make any payment of an amount exceeding Rs. 10 million due to GUVNL within 3 months or an amount upto Rs. 10 million due to GUVNL within 6 months; any misrepresentation or untrue statement in the representation and warranties; assignment by the Company of its assets or rights in violation of the PPA; transfer or novation of its rights and/or obligations by the Company under the PPA; Company is subject to bankruptcy or insolvency laws or goes into liquidation or dissolution; Company repudiates the PPA and does not rectify such breach within a period of 30 days from a notice from GUVNL in this regard; and breach, by the Company, of any material obligation pursuant to the PPA and such breach is not rectified by the Company within 30 days of receipt of notice from GUVNL in this regard.

On occurrence of any of the Company’s events of default, GUVNL shall have the option to terminate the PPA after delivering a preliminary termination notice. Subsequent to the issuance of the preliminary termination notice, a consultation period of at least 90 days shall apply and during this period the Parties shall continue to perform their obligations. GUVNL may terminate the PPA within seven days of the expiry of the consultation period in the manner provided for in the PPA. The PPA contains various customary clauses which including those pertaining to indemnity, representations and warranties, dispute resolution and confidentiality. The Parties amended the PPA through a Supplemental Power Purchase Agreement dated April 18, 2007 (the “Supplemental PPA”), whereby the Company informed GUVNL that it will supply the contracted capacity from its Mundra Thermal Power Project, District Kutch, Gujarat. The Supplemental PPA changed the delivery point from 220 KV Nani Khakhar Substation of GETCO to Bus-bar of Mundra Thermal Power Project situated at Mundra, District Kutch, Gujarat. Accordingly, Article 1.1 and Schedule 7 of the PPA were amended through the Supplemental PPA. 5. Agreement between the Company and Adani Enterprises Limited in relation to surplus power The Company and Adani Enterprises Limited (“AEL”) (the “Parties”) have entered into an agreement dated March 24, 2008 (the “Agreement”) whereby AEL has agreed to purchase surplus power not exceeding 221 MW from the Mundra Phase III Power Project (“Surplus Power”) from the Company. The Company shall provide notice of one month prior to the date from which AEL is required to purchase the Surplus Power. AEL shall pay tariff in accordance with the prevailing market rates. In case of default by AEL, it shall pay liquidated damages @ Rs. 0.01 per kwh for the period of default to the Company.

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The term of the Agreement is 15 years from the COD of Mundra Phase III Power Project. In terms of the Agreement the Company may terminate the Agreement by giving 30 days’ prior written notice to AEL. AEL is, however, not entitled to terminate the Agreement except if the Company fails to comply with or defaults in compliance of the terms of the Agreement. In such case, AEL may terminate the Agreement by 30 days’ prior written notice to the Company. 6. Port Services and Cargo Handling Agreement The Company and MPSEZL (the “Parties”) have entered into an agreement for port and cargo handling services dated March 24, 2008 (the “Agreement”), for the following consideration: Sr. No. 1. 2. 3. 4. Head Port Dues Berth Hire Charges Waterfront royalty Cargo handling charges* Charge 24 6 30 240 Unit Rs. per GRT Rs. per GRT per day INR per MT of Cargo Rs. per MT of coal

*Subject to inflationary change as per WPI linked inflation indexing.

In the event the Company delays in payment of the charges or any part thereof beyond 30 days from the date of the invoice, it shall be liable to pay interest on the unpaid amount at a rate of 2% above the SBI PLR, applicable from the payment date till date on which the full payment is made (both days inclusive). The Agreement, inter alia, provides that: (i) (ii) The ownership of the terminal used by the Company shall vest in MPSEZL and the Company shall have no right, title, interest and/or claim in respect thereof. MPSEZL shall give priority to vessels carrying coal for the Company for berthing at the delivery port if the Company has intimated MPSEZL of the arrival schedule in accordance with the Agreement. MPSEZL shall pay the cost for “loss in handing coal” to the Company at the price calculated on shipment to shipment basis. Loss to the extent of 0.5% of quantity of imported coal shall be considered as normal loss and such normal loss shall be excluded for the purpose of “loss in coal handling”. Events of default by the Company and MPSEZ and the consequences thereof.

(iii)

(iv)

The term of the Agreement is 15 years from the COD of the last unit of Mundra Phase III Power Project. The Company may terminate the Agreement by 30 days’ notice, inter alia, on the following grounds: (i) (ii) (iii) the suspension of services by MPSEZL continuing for a period of 180 days or more; damages payable by MPSEZL to the Company remain unpaid for a period of 180 days; continuance of force majeure for a continuous period of 12 months preventing either Party from performing its obligations under the Agreement for 12 months, provided such Party has provided prior written notice of at least 30 days to the other Party.

7.

Contract between the Company and VA Tech Wabag Limited The Company and VA Tech Wabag Limited (“VATWL”) (the “Parties”) have entered into a contract (Contract No. APL/20MLD Desal/Erection/1716) dated January 22, 2008 (the “Contract”) for erection and commissioning of 20 MLD sea water desalination plant in three

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phases of equal capacities by VATWL at Mundra Port for a total consideration of Rs. 389.25 million. The payment and completion schedule is as given below: Sr. No. 1. 2. 3. Description Phase I Phase II Phase III Total Amount (In Rs. Million) 220.00 84.62 84.62 389.25 Indicative Commissioning Date April 30, 2009 August 31, 2009 December 31, 2009

The Contract, inter alia, provides that: (i) VATWL shall commence work after receiving commencement notice from the Company, which shall be issued separately for each phase at least 14 months prior to the scheduled commissioning date of respective phase. The entire scope of work for each phase is required to be completed within 14 months from the date of commencement notice issued by the Company for the particular phase. In the event of delay attributable to VATWL, it shall pay liquidated damages to the Company in accordance with the Contract. (iii) VATWL shall execute securities in favour of the Company for performance of the contract, advance security and performance of works/facility.

The Company may terminate the Contract, by giving 10 days’ notice to VATWL, for any reason or on occurrence of events of default, as specified in the Contract. However, the Company shall pay to VATWL, the contract price attributable to the parts of works/facilities executed by VATWL as of the date of termination. 8. Contract between the Company and VA Tech Wabag Limited The Company and VA Tech Wabag Limited (“VATWL”) (the “Parties”) have entered into a contract (Contract No. APL/20MLD Desal/Erection/1716) dated February 16, 2008 (the “Contract”) for carrying out design, engineering, supply and supervision of erection and commissioning of 20 MLD sea water desalination plant in three phases of equal capacities by VATWL at Mundra Port for a total consideration of Rs. 15.30 million excluding service taxes which are exempted in accordance with SEZ Rules. The payment and completion schedule is as given below: Sr. No. 1. 2. 3. Description Phase I Phase II Phase III Total Amount (In Rs. Million) 8.5 3.4 3.4 15.30 Indicative Commissioning Date April 30, 2009 August 31, 2009 December 31, 2009

The Contract, inter alia, provides that: (i) VATWL shall commence work after receiving commencement notice from the Company, which shall be issued separately for each phase at least 14 months prior to the scheduled commissioning date of respective phase. (a). The entire scope of work for each phase is required to be completed within 14 months from the date of commencement notice issued by the Company for the particular phase. In the event of delay attributable to VATWL, it shall pay liquidated damages to the Company in accordance with the Contract.

(iii)

VATWL shall execute securities in favour of the Company for performance of the contract, advance security and performance of works/facility.

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The Company may terminate the Contract, by giving 10 days’ notice to VATWL, for any reason or without assigning a reason. The Company shall not be liable to pay any compensation for termination. However, the Company shall pay to VATWL, the contract price attributable to the parts of works/facilities executed by VATWL as of the date of termination. Additionally, the Company is entitled to terminate the contract for VATWL’s default, as specified in the Contract, by giving a notice of termination and the reason therefor but without any compensation. 9. Agreement for the supply of tower, tower accessories and conductor accessories, earthwire and its accessories for 400 KV D/C Mundra Power Station – PGCIL S/S Dehgam The Company and Kalpataru Power Transmission Limited (“KPTL”) (the “Parties”) have entered into an agreement dated June 4, 2007 (the “Supply Agreement”) for the supply of tower and other materials for a portion (AP-1 to AP-54) of 400 KV D/C dedicated transmission system associated with Mundra Power Station – Power Grid Corporation of India Limited sub-station at Dehgam (“Transmission Line”) for a consideration of Rs. 545.09 million (“Contract Price”). The Supply Agreement, inter alia, provides that: (i) KPTL shall execute the works before 14 months from the date of Letter of Intent dated May 24, 2007. KPTL shall pay as liquidated damages 0.5%, subject to a maximum of 7.5%, of the Contract Price per week for any delay in executing the works as per the specified completion schedule. The liquidated damages shall, however, be waived if the Transmission Line is completed and commissioned in accordance with the completion schedule specified in the Construction Agreement dated June 4, 2007 between the Parties (i.e. 18 months).

10.

Agreement for the Construction/Erection of 400 KV D/C Mundra Power Station – PGCIL S/S Dehgam The Company and Kalpataru Power Transmission Limited (“KPTL”) (the “Parties”) have entered into an agreement dated June 4, 2007 (the “Construction Agreement”) for the construction of a portion (AP-1 to AP-54) of 400 KV D/C dedicated transmission system associated with Mundra Power Station – Power Grid Corporation of India Limited sub-station at Dehgam (“Transmission Line”) for a consideration of Rs. 234.35 million (“Contract Price”). The Construction Agreement, inter alia, stipulates that: (i) KPTL shall execute the works before 18 months from the date of Construction Agreement. KPTL shall pay as liquidated damages 0.5%, subject to a maximum of 7.5%, of the Contract Price per week for any delay in completion of testing and commissioning of Transmission Line as per the specified completion schedule. The Company will pay KPTL an incentive of up to 2.5% of the Contract Price and the contract of the Supply Agreement dated June 4, 2007 between the Parties, subject to the following: a. b. c. (iii) KPTL commences various activities as per the specified schedule; Quality of materials are ensured as per the approved quality plans; and Transmission Line is completed/ commissioned within 11 working months, excluding rainy months.

(ii)

The Construction Agreement contains provisions relating to events of default and termination.

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11.

Agreement for the supply of tower, tower accessories and conductor accessories, earthwire and its accessories for 400 KV D/C Mundra Power Station – PGCIL S/S Dehgam The Company and Jyoti Structures Limited (“JSL”) (the “Parties”) have entered into an agreement dated June 4, 2007 (the “Supply Agreement”) for the supply of tower and other materials for a portion (AP-54 to AP-118) of 400 KV D/C dedicated transmission system associated with Mundra Power Station – Power Grid Corporation of India Limited sub-station at Dehgam (“Transmission Line”) for a consideration of Rs. 598.95 million (“Contract Price”). The Supply Agreement, inter alia, provides that: (i) JSL shall execute the works before 14 months from the date of the Construction Agreement. JSL shall pay as liquidated damages 0.5%, subject to a maximum of 7.5%, of the Contract Price per week for any delay in executing the works as per the specified completion schedule. The liquidated damages shall, however, be waived if the Transmission Line is completed and commissioned in accordance with the completion schedule specified in the Construction Agreement dated June 4, 2007 between the Parties (i.e. 18 months). The Construction Agreement contains provisions relating to events of default and termination.

(ii) 12.

Agreement for the Construction/Erection of 400 KV D/C Mundra Power Station – PGCIL S/S Dehgam The Company and Jyoti Structures Limited (“JSL”) (the “Parties”) have entered into an agreement dated June 4, 2007 (the “Construction Agreement”) for the construction of a portion (AP-54 to AP-118) of 400 KV D/C dedicated transmission system associated with Mundra Power Station – Power Grid Corporation of India Limited sub-station at Dehgam (“Transmission Line”) for a consideration of Rs. 277.45 million. The Construction Agreement, inter alia, stipulates that: (i) JSL shall execute the works before 18 months from the date of Construction Agreement. JSL shall pay as liquidated damages 0.5%, subject to a maximum of 7.5%, of the Contract Price per week for any delay in completion of testing and commissioning of Transmission Line as per the specified completion schedule. The Company shall pay an incentive of up to 2.5% of the Contract Price and the contract of the Supply Agreement dated June 4, 2007 between the Parties, subject to the following: a. b. c. (ii) JSL commences various activities as per the specified schedule; Quality of materials are ensured as per the approved quality plans; and Transmission Line is completed/ commissioned within 11 working months, excluding rainy months.

The Construction Agreement contains provisions relating to events of default and termination.

III. 1.

Mundra Phase IV Power Project – Mundra, Gujarat Agreement between the Company and SEPCOIII Electric Power Construction Corporation Shandong, PR China The Company and SEPCOIII Electric Power Construction Corporation Shandong, PR China, (“SEPCO”) (the “Parties”) entered into a Supply Contract dated January 30, 2008 (the “Supply Contract”) for designing, engineering, procurement and supply of goods and services

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of 3x660 thermal power plant for the Mundra Phase IV Power Project (“Supply”) for a lump sum consideration of US$ 1,450.64 million. The Supply Contract, inter alia, provides that: (i) (ii) (iii) The delivery to the site shall commence on September 1, 2008 and the last date of delivery is March 1, 2011. SEPCO shall furnish a performance guarantee for an amount equivalent to US$ 95.56 million to the Company. SEPCO is required to pay to the Company liquidated damages for delay or shortfall in performance, subject to a maximum of United State Dollars 183.54 million, except when the gross output of the contractual plant falls below 97.5% of the guaranteed gross output, or if the gross heat rate is more than 2115 kcal/ kWh or if the auxiliary power consumption is 5% over the guaranteed auxiliary power consumption.

The Company is entitled to terminate the Supply Contract by giving 14 days’ notice, inter alia, if SEPCO: (a) fails to comply with provisions regarding performance bank guarantee; (b) abandons the manufacture and supply of goods or demonstrates intention to not perform its obligations under the Supply Contract; (c) fails to proceed with manufacture and supply of goods; (d) sub-contracts its obligations or assigns the Supply Contract without the required consent; (e) or its guarantor in relation to the Supply Contract becomes subject of bankruptcy or insolvency proceedings; (f) gives or offers to give bribe in relation to the Supply Contract or if SEPCO’s personnel, agents or sub-vendors do so; (g) breaches any of its representations or warranties. However, on the occurrence of (e) or (f) above, the Company may by notice terminate the Supply Contract immediately. SEPCO is entitled to terminate the Supply Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension; (ii) the Company substantially fails to perform its obligations; (iii) the company becomes bankrupt or insolvent or goes into liquidation. 2. Agreement between the Company and Shandong Tiejun Electric Power Engineering Company Limited The Company and Shandong Tiejun Electric Power Engineering Company Limited (“Shandong”) have entered into an agreement dated January 31, 2008 (the “Agreement”) for design, engineering, erection, fabrication, testing, commissioning, construction and construction management services for the Mundra Phase IV Power Project at a contract price of Rs. 10,586.00 million. In case the Company delays in making payments in accordance with the schedule provided in the Agreement, the Company shall be liable to pay to Shandong financing charges on such delayed payments at LIBOR + 2%. The Agreement, inter alia, provides that: (i) (ii) Shandong shall commence execution of the work within six months from the date of the signing of the Agreement (the “Commencement Date”). Shandong shall furnish a performance bank guarantee to the Company for US$ 26.80 million based on the conversion rate of Rs. 39.5 = US$ 1, which may be enhanced only once due to foreign exchange variation in the manner provided in the Agreement. Shandong shall complete the first 660 MW unit of the project within 40 months from the Commencement Date, the second 660 MW unit of the project within 44 months from the Commencement Date and the third 660 MW unit of the project within 48 months of the Commencement Date. In case of delay, Shandong shall be liable to damages at the rate of Rs 241.66 million, subject to a maximum of Rs. 3,625.03 million. However, Shandong shall be entitled to extension of time for, inter alia, any change to the Company’s requirements or the works, any delay, impediment or

(iii)

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prevention caused by or attributable to the Company or the Company’s suppliers, personnel or other contractors. (iv) If the works are completed prior to the stipulated time schedule, the Company shall pay a bonus at the rate of Rs. 96.66 million per week subject to a maximum of Rs. 1,450.01 million.

The Company is entitled to terminate the Agreement by giving 14 days’ notice, inter alia, if Shandong: (a) fails to comply with provisions regarding performance bank guarantee; (b) abandons the work or demonstrates intention to not perform its obligations under the Agreement; (c) fails to proceed with the work; (d) sub-contracts its obligations or assigns the Agreement without the required consent; (e) or its guarantor in relation to the Agreement becomes subject of bankruptcy or insolvency proceedings; (f) gives or offers to give bribe in relation to the Agreement or if Shandong’s personnel, agents or sub-vendors do so; (g) breaches any of its representations or warranties. However, on the occurrence of (e) or (f) above, the Company may by notice terminate the Agreement immediately. Shandong is entitled to terminate the Agreement by giving 14 days’ notice for various reasons which include: (i) prolonged suspension; (ii) the Company substantially fails to perform its obligations; (iii) the company becomes bankrupt or insolvent or goes into liquidation; (iv) the Company fails to comply with the timing of payment as specified in the Agreement; (v) the Company fails to comply with requirements in relation to assignment of the Agreement as provided therein. 3. Power Purchase Agreement between Dakshin Haryana Bijli Vitran Nigam Limited and the Company The Company and Dakshin Haryana Bijli Vitran Nigam Limited (“DHBVNL”) (the “Parties”) have entered into a Power Purchase Agreement dated August 7, 2008 (the “PPA”) to sell the generation capacity and supply of electricity in bulk to the extent of 712 MW (“Contracted Capacity”) from the Mundra Phase IV Power Project – Mundra, Gujarat (“Mundra Phase IV”) by the Company to DHBVNL. The term of the PPA is 25 years from the scheduled commercial operation date of the last unit of the Mundra Phase IV. DHBVNL may, however, give a notice to the Company at least 180 days prior to the expiry of the PPA, for the extension of the term. On receipt of notice, the Parties shall meet and discuss the extension, which may be extended on mutually agreed terms. The Company has provided a performance guarantee (“Performance Guarantee”) of an aggregate amount of Rs. 534 million, valid up to three months after the COD, to DHBVNL. The COD is 48 months from the date of signing of the PPA. Subsequent to the completion of certain conditions specified in the PPA and investment by the Company of atleast 25% of the total equity required for the project, the existing Performance Guarantee would be reduced to Rs. 356 million, The Performance Guarantee shall be for the timely completion of the project and commencement of commercial operation within the time specified in the PPA. If the Company fails to commence the supply of electricity as mandated in the PPA, DHBVNL shall have the right to encash the Performance Guarantee and appropriate in their favour as liquidated damages an amount as calculated under the agreement. The Performance Guarantee shall be released by DHBVNL within 3 months from COD if the Company has satisfactorily fulfilled obligations in terms of the PPA. The entire contracted capacity shall be for the exclusive benefit of DHBVNL and it has the exclusive right to purchase the entire contracted capacity from the Company. The Company would be permitted to sell power to third parties, except DHBVNL, on the following grounds: (a) (b) uses such additional/surplus capacity which has not been dispatched by DHBVNL; the power has been offered at the same tariff to the third party;

In terms of the PPA, the Company shall be responsible for construction of the project in a timely manner so that the contracted capacity is commissioned no later than COD, owning the power station throughout the term of the PPA and undertaking all activities in relation thereto including obtaining and maintaining all the requisite consents. The Company shall, however

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be entitled to extension of time to perform its obligations, if the delay has resulted due to any material default of DHBVNL or Force Majeure. The COD may be extended by not more than 2 years and if the COD is delayed by more than 2 years, then the PPA shall terminate as detailed therein. If the Contracted Capacity is not commissioned by COD, the Company shall have to pay liquidated damages for the delay, which shall be the encashment and appropriation of the Performance Guarantee and the damages shall be calculated in the manner set forth in the PPA. However, the aggregate liability shall not extend beyond 12 months of the delay for the contracted capacity and if there is any further delay, then DHBVNL shall have the option to terminate the PPA for breach by the Company and claim liquidated damages for such breach. The PPA mandates that the Company shall enter into a fuel supply agreement, the modalities whereof shall be decided with approval from DHBVNL in certain specified cases. The Company shall install a set of main and check meters in accordance with the provisions of the PPA which shall be subject to inspection and testing requirements. DHBVNL shall pay to the Company, monthly tariff payment on or before the due date, comprising of the quoted tariff by the seller for every year, determined in accordance with the formula provided in the PPA. However, in the event DHBVNL avails of any electrical output from the Company prior to the commercial operational date, then DHBVNL would have to pay energy charge for the contracted year. The PPA also lays down the mechanism for the delivery, content and payment of monthly bills. In the event of delay in payment of a monthly bill by DHBVNL beyond 30 days, a surcharge shall be payable by DHBVNL at the rate of 2% in excess of SBAR per annum on the outstanding payment, calculated on a day to day basis on p.a. basis, for each day of the delay. For payment of monthly bills provisional bill would be raised by Company on the last working day of the month, a rebate of 2.25% of the amount would be allowed on the amount credited to Company’s account on the first day of the month, a rebate of 0.05% would be allowed for each day up to the fifth day of the month. DHBVNL shall provide for a payment security mechanism in the form of a monthly unconditional, revolving and irrevocable Letter of Credit (“LC”) opened and maintained by DHBVNL. Additionally, DHBVNL and the Company shall enter into a default escrow agreement for the establishment and operation of escrow account in favour of the Company and in case the LC is not operational or sufficient to pay for the pending payments, the revenues from DHBVNL’s customers shall be deposited in the escrow account. The PPA contains provisions for tariff adjustment payments for change in law. In terms of the PPA, Company’s events of default include: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) failure of any unit to be commissioned by the date falling 12 months after COD; subsequent to commissioning and during its retest unit’s tested capacity is less than 92% of its rated capacity and the tested capacity remaining below 92% even after three months thereafter; after COD, the Company fails to achieve average availability of 65% for 12 consecutive months; the Company fails to make any payment due to DHBVNL within 3 months; any misrepresentation or untrue statement in the representation and warranties; assignment by the Company of its assets or rights in violation of the PPA; transfer or novation of its rights and/or obligations by the Company under the PPA; Company is subject to bankruptcy or insolvency laws or goes into liquidation or dissolution; any direct or indirect change in the shareholding of the Company in contravention to the terms of the bid documents; Company repudiates the PPA; and material breach, by the Company, of any obligation pursuant to the PPA.

On occurrence of any of the Company’s events of default, DHBVNL shall have the option to terminate the PPA after delivering a preliminary termination notice. On termination of the PPA pursuant to the occurrence of Company’s event of default, the Company shall pay compensation to DHBVNL equivalent to eighteen months of billing at the quoted tariff and energy corresponding to 80% of the contracted capacity as liquidated damages. The liquidated

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damages would be computed on a day to day basis from the date of default, the amount due would be payable within 30 days of the termination of the agreement. Furthermore, the Company shall not sell power to any third party or to the grid till the termination payment has been made. 4. Power Purchase Agreement between Uttar Haryana Bijli Vitran Nigam Limited and the Company The Company and Uttar Haryana Bijli Vitran Nigam Limited (“UHBVNL”) (the “Parties”) have entered into a Power Purchase Agreement dated August 7, 2008 (the “PPA”) to sell the generation capacity and supply of electricity in bulk to the extent of 712 MW (“Contracted Capacity”) from the Mundra Phase IV Power Project – Mundra, Gujarat (“Mundra Phase IV”) by the Company to UHBVNL. The term of the PPA is 25 years from the scheduled commercial operation date of the last unit of the Mundra Phase IV. UHBVNL may, however, give a notice to the Company at least 180 days prior to the expiry of the PPA, for the extension of the term. On receipt of notice, the Parties shall meet and discuss the extension, which may be extended on mutually agreed terms. The Company has provided a performance guarantee (“Performance Guarantee”) of an aggregate amount of Rs. 534 million, valid up to three months after the COD, to UHBVNL. The COD is 48 months from the date of signing of the PPA. Subsequent to the completion of certain conditions specified in the PPA and investment by the Company of at least 25% of the total equity required for the project, the existing Performance Guarantee would be reduced to Rs. 356 million, The Performance Guarantee shall be for the timely completion of the project and commencement of commercial operation within the time specified in the PPA. If the Company fails to commence the supply of electricity as mandated in the PPA, UHBVNL shall have the right to encash the Performance Guarantee and appropriate in their favour as liquidated damages an amount as calculated under the agreement. The Performance Guarantee shall be released by UHBVNL within 3 months from COD if the Company has satisfactorily fulfilled obligations in terms of the PPA. The entire contracted capacity shall be for the exclusive benefit of UHBVNL and it has the exclusive right to purchase the entire contracted capacity from the Company. The Company would be permitted to sell power to third parties, except UHBVNL, on the following grounds: (a) (b) uses such additional/surplus capacity which has not been dispatched by UHBVNL; the power has been offered at the same tariff to the third party;

In terms of the PPA, the Company shall be responsible for construction of the project in a timely manner so that the contracted capacity is commissioned no later than COD, owning the power station throughout the term of the PPA and undertaking all activities in relation thereto including obtaining and maintaining all the requisite consents. The Company shall, however be entitled to extension of time to perform its obligations, if the delay has resulted due to any material default of UHBVNL or a Force Majeure event. The COD may be extended by not more than 2 years and if the COD is delayed by more than 2 years, then the PPA shall terminate as detailed therein. If the Contracted Capacity is not commissioned by COD, the Company shall have to pay liquidated damages for the delay, which shall be the encashment and appropriation of the Performance Guarantee and the damages shall be calculated in the manner set forth in the PPA. However, the aggregate liability shall not extend beyond 12 months of the delay for the contracted capacity and if there is any further delay, then UHBVNL shall have the option to terminate the PPA for breach by the Company and claim liquidated damages for such breach. The PPA mandates that the Company shall enter into a fuel supply agreement, the modalities whereof shall be decided with approval from UHBVNL in certain specified cases. The Company shall install a set of main and check meters in accordance with the provisions of the PPA which shall be subject to inspection and testing requirements. UHBVNL shall pay to the Company, monthly tariff payment on or before the due date, comprising of the quoted tariff by the seller for every year, determined in accordance with the

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formula provided in the PPA. However, in the event UHBVNL avails of any electrical output from the Company prior to commercial operational date, then UHBVNL would have to pay energy charge for the contracted year. The PPA also lays down the mechanism for the delivery, content and payment of monthly bills. In the event of delay in payment of a monthly bill by UHBVNL beyond 30 days, a surcharge shall be payable by UHBVNL at the rate of 2% in excess of SBAR per annum on the outstanding payment, calculated on a day to day basis on p.a. basis, for each day of the delay. For payment of monthly bills provisional bill would be raised by Company on the last working day of the month, a rebate of 2.25% of the amount would be allowed on the amount credited to Company’s account on the first day of the month, a rebate of 0.05% would be allowed for each day up to the fifth day of the month. UHBVNL shall provide for a payment security mechanism in the form of a monthly unconditional, revolving and irrevocable Letter of Credit (“LC”) opened and maintained by UHBVNL. Additionally, UHBVNL and the Company shall enter into a default escrow agreement for the establishment and operation of escrow account in favour of the Company and in case the LC is not operational or sufficient to pay for the pending payments, the revenues from UHBVNL’s customers shall be deposited in the escrow account. The PPA contains provisions for tariff adjustment payments for change in law. In terms of the PPA, Company’s events of default include: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) failure of any unit to be commissioned by the date falling 12 months after COD; subsequent to commissioning and during its retest unit’s tested capacity is less than 92% of its rated capacity and the tested capacity remaining below 92% even after three months thereafter; after COD, the Company fails to achieve average availability of 65% for 12 consecutive months; the Company fails to make any payment due to UHBVNL within 3 months; any misrepresentation or untrue statement in the representation and warranties; assignment by the Company of its assets or rights in violation of the PPA; transfer or novation of its rights and/or obligations by the Company under the PPA; Company is subject to bankruptcy or insolvency laws or goes into liquidation or dissolution; any direct or indirect change in the shareholding of the Company in contravention to the terms of the bid documents; any direct or indirect change in the shareholding of the Company in contravention to the terms of the bid documents; Company repudiates the PPA; and material breach, by the Company, of any obligation pursuant to the PPA.

On occurrence of any of the Company’s events of default, UHBVNL shall have the option to terminate the PPA after delivering a preliminary termination notice. On termination of the PPA pursuant to the occurrence of Company’s event of default, the Company shall pay compensation to UHBVNL equivalent to eighteen months of billing at the quoted tariff and energy corresponding to 80% of the contracted capacity as liquidated damages. The liquidated damages would be computed on a day to day basis from the date of default, the amount due would be payable within 30 days of the termination of the agreement. 5. Purchase Order issued by the Company to Jyoti Structures Limited The Company has issued a purchase order (P.O. No. APL/195004/VJ/2704/09) dated February 25, 2009 (the “Purchase Order”) to Jyoti Structures Limited (“JSL”) for design, engineering, manufacture, assembly and testing at works, packing and supply of tower materials including tower body extensions, stubs and nuts and bolts for 500kV HVDC transmission line from Mundra to Mohindergarh for Mundra IV Power Project. The price for the Purchase Order is Rs. 1,762.7 million. The Purchase Order requires JSL to submit a contract performance guarantee for an amount of Rs. 88.13 million, valid till taking over of the 500 kV HVDC transmission line with a claim period of one month.

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The Purchase Order, inter alia, provides that: (i) The transmission line shall be taken over within 24 months form the date of the Purchase Order. In the event of any delay, JSL shall be liable to pay liquidated damages which shall be calculated in accordance with the Purchase Order and deducted by the Company from outstanding payments due to JSL. However, the liquidated damages shall not absolve JSL from its obligations.

6.

Service order issued by the Company to Jyoti Structures Limited The Company has issued service order (S.O. No. APL/195004/VJ/2705/09) dated February 25, 2009 (the “Service Order”) to Jyoti Structures Limited (“JSL”) for transportation of tower materials from JSL works/JSL sub-vendor’s works up to site stores, receipt of materials at site stores, transportation of material from APL site stores upto installation place, detailed and check survey, soil investigation, tower foundation, erection of towers, installation of APL free issue materials, arranging right of way, obtaining necessary clearances (except forest clearance), type setting of towers, commissioning and charging of 500kV HVDC transmission line from Mundra to Mohindergarh. The price for the Service Order is Rs. 1162.2 million. The Service Order requires JSL to submit a contract performance guarantee for an amount of Rs. 58.11 million, valid till taking over of the 500 kV HVDC transmission line with a claim period of one month. The Service Order, inter alia, provides that: (i) The transmission line shall be taken over within 24 months form the date of the Service Order. In the event of any delay, JSL shall be liable to pay liquidated damages which shall be calculated in accordance with the Service Order and deducted by the Company from outstanding payments due to JSL. However, the liquidated damages shall not absolve JSL from its obligations.

7.

Coal supply agreement between the Company and Adani Enterprises Limited The Company and Adani Enterprises Limited (“AEL”) have entered into a coal supply agreement dated April 15, 2008 (the “Agreement”) whereby AEL has agreed to supply Standard Coal with average GCV 5,200 kcal per kg to the Company for the Mundra Phase IV Power Project for a period of 25 years from the COD of the last unit of the plant (“Contract Period”). In terms of the Agreement, AEL shall supply 0.54 MMT of Standard Coal to the Company during the Start-Up Period. During the Contract Period AEL shall supply 6.5 million tonnes of Standard Coal as firm quantity. Further, AEL shall supply optional quantity which shall be 5% of the contracted capacity. Additionally, AEL shall, if requested by the Company, use best endeavours to sell an amount of Standard Coal not exceeding 5% of the firm quantity each contract year during the contract period. On the occurrence of an event of default, the non-defaulting Party may give 30 days written notice to the defaulting party requiring it to remedy the default within 30 days of the notice. If the default is not capable of remedy or is not remedied within the cure period, then the nondefaulting Party may terminate the Agreement on giving not less than 30 working days’ notice. The events of default include: (a) any breach by AEL of any of its material obligations under the Agreement or any contract made pursuant thereto including (i) failure to deliver Standard Coal in a quantity equal to 90% of the aggregate quantity requested by the Company in any two consecutive shipments or 3 shipments in a year; (ii) failure by AEL to deliver Standard Coal conforming to the specification for any two consecutive shipments or for more than 33% of the shipments in any contract year; breach of any representations and warranties made by AEL; failure to make payment by the Company or breach of warranties made by the Company; either Party becoming insolvent or going into liquidation; either Party ceasing or threatening to cease to carry on business;

(b) (c) (d) (e)

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(f) (g)

a petition being presented or meeting convened for considering a resolution for making of an administration order, winding-up, bankruptcy or dissolution of either Party; Company’s failure to buy coal from AEL for a period of two months from COD.

The Agreement was amended through letter agreement dated April 13, 2009 whereby certain clauses were amended, such as reduction of the Contract Period to 15 years from the COD of the last unit of the plant. IV. 1. 1,980 MW Tiroda Power Project – Tiroda, Maharashtra Lease deed between Adani Power Maharashtra Limited and Maharashtra Industrial Development Corporation Adani Power Maharashtra Limited (“APML”) and the Maharashtra Industrial Development Corporation (“MIDC”) entered into a lease deed dated April 8, 2009, (the “Lease Deed”) for the lease of land known as Plot No. A-1 in the Tiroda (Growth Centre) Industrial Area situated within the limits of Mendipur, Gumadhawada and Khairbodi villages in Sub-District Tiroda, District Gondia, Maharashtra, ad measuring 2,104,000 square meters (the “Tiroda Land”). In terms of the Lease Deed, the Tiroda Land has been leased to APML for a period of 95 years from October 1, 2007, for a consideration of Rs. 91.96 million. The term of lease is renewable for a further period of 95 years, inter alia, subject to a prior notice of six months and payment of premium as may be determined by the lessor. The Agreement, inter alia, provides that: (i). APML shall, on or before October 15, 2007, commence and on or before October 14, 2012, complete, at its own expenses, the factory building to the satisfaction of the Executive Engineer, MIDC; APML shall construct the building in conformity to all the applicable rules and regulations of the municipality, local authority, planning authority, etc.; APML shall plant trees in the periphery of the Leased Land; APML shall not make any excavation nor remove any stone, sand, gravel, clay or earth from the Leased Land; APML shall construct and maintain an access road to the satisfaction of the Executive Engineer, MIDC; APML shall duly comply with the applicable environmental laws and the directions issued by the pollution control boards and MoEF; APML shall give preference to locals while employing skilled and unskilled labour. APML shall use the Leased Land only for the purpose of a factory and shall not cause or permit any nuisance or any activity which may be offensive by reason of emission of adour, liquid-effluvia, dust smocks, gas, noise, vibrations or fire hazards on the Lease Land; APML shall keep the building constructed on the Lease Land insured against loss or damage by fire in the joint names of APML and MIDC; APML shall not assign, underlet or part with the possession of the Leased Land without the prior written consent of the Chief Executive Officer of MIDC. MIDC shall have the right to enter and inspect the premises to view the state and progress of the work and for all reasonable purposes. MIDC has the right to resume the possession of the Leased Land and appropriate all

(ii). (iii). (iv). (v). (vi). (vii). (viii).

(ix). (x). (xi). (xii).

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erections, materials and plant existing on the Leased Land, on various grounds which include: (a). failure to complete the building within the stipulated time; (b). default in payment of recurring fees in the nature service or other charges to MIDC; and (c). failure to observe any stipulation by the lessee. 2. Service Contract between Adani Power Maharashtra Limited and Sichuan Fortune Project Management Limited for Tiroda Power Project (3x660 MW) Adani Power Maharashtra Limited (“APML”) and Sichuan Fortune Project Management Limited, (“SFPML”) have entered into a Service Contract dated October 8, 2008 (the “Service Contract”) for transportation, erection, fabrication, testing, commissioning, construction and construction management services (the “Works”) of 3x660 MW thermal power plant equipment at Tiroda Power Project (the “Contractual Plant”). The contract price for the Service Contract is US$ 149.9 million. The Service Contract, inter alia, provides that: (i) SFPML shall complete the Works for the first 660 MW unit within a period of 31 months, the second 660 MW unit within a period of 35 months and for the third 660 MW unit within a period of 39 months from the date of commencement. SFPML shall, however, be entitled to extension of time on specified grounds which include: (i) any change to the APML’s requirements or the Works instructed/approved in terms of the Service contract; (ii) any delay attributable to the Company or Company’s suppliers, personnel or APML’s other contractor’s on the project site. In case of delay, SFPML is required to pay to APML damages at the rate of US$ 0.74 million per week, subject to a maximum of US$ 14.9 million. SFPML is eligible for payment of bonus by the APML, if all the works of the contracted unit are completed before the time of completion at the rate of US$ 2.99 million per week to SFPML, subject to a maximum of US$ 5.99 million.

(ii)

APML is entitled to terminate the Service Contract by giving 14 days’ notice, inter alia, if SFPML: (a) abandons the Works or demonstrates intention to not perform its obligations under the Service Contract; (b) without reasonable excuse fails to proceed with the Works; (c) sub-contracts the Works or assigns the Service Contract without the required consent; (d) or its guarantor in relation to the Service Contract becomes subject of bankruptcy or insolvency proceedings; (e) gives or offers to give bribe in relation to the Supply Contract or if SFPML’s personnel, agents or sub-vendors do so; (f) breaches any of its representations or warranties. However, on the occurrence of (d) or (e) above, APML may by notice terminate the Supply Contract immediately. SFPML is entitled to terminate the Service Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension (not less than 112 days); (ii) APML substantially fails to perform its obligations; (iii) APML becomes bankrupt or insolvent or goes into liquidation. 3. Service Contract between Adani Power Maharashtra Limited (“APML”) and Sichuan Fortune Project Management Limited for Balance of Plant Tiroda Power Project (3x660 MW) Adani Power Maharashtra Limited (“APML”) and Sichuan Fortune Project Management Limited, (“SFPML”) have entered into a Service Contract for balance of plant dated October 7, 2008 (the “Service Contract”) for transportation, erection, fabrication, testing, commissioning, construction and construction management services (the “Works”) of 3x660 MW thermal power plant equipment at Tiroda Power Project (the “Contractual Plant”). The Service Contract has been since assigned to Powergen Infrastructure (L.L.C). The contract price for the Service Contract is US$ 118.7 million. SFPML shall be entitled to charge financing charges from the Company at LIBOR + 2% for non-compliance by APML with the timing of payments in the manner as specified in the Service Contract.

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The Service Contract, inter alia, provides that: (i) SFPML shall complete the Works for the first 660 MW unit within a period of 31 months, the second 660 MW unit within a period of 35 months and for the third 660 MW unit within a period of 39 months from the date of commencement. SFPML shall, however, be entitled to extension of time on specified grounds which include: (i) any change to the APML’s requirements or the Works instructed/approved in terms of the Service contract; (ii) any delay attributable to the Company or Company’s suppliers, personnel or APML’s other contractor’s on the project site. In case of delay, SFPML is required to pay to APML damages at the rate of US$ 0.74 million per week, subject to a maximum of US$ 14.9 million. SFPML is eligible for payment of bonus by the APML, if all the works of the contracted unit are completed before the time of completion at the rate of US$ 0.59 million per week to SFPML, subject to a maximum of US$ 11.87 million.

(ii)

APML is entitled to terminate the Service Contract by giving 14 days’ notice, inter alia, if SFPML: (a) abandons the Works or demonstrates intention to not perform its obligations under the Service Contract; (b) without reasonable excuse fails to proceed with the Works; (c) sub-contracts the Works or assigns the Service Contract without the required consent; (d) or its guarantor in relation to the Service Contract becomes subject of bankruptcy or insolvency proceedings; (e) gives or offers to give bribe in relation to the Supply Contract or if SFPML’s personnel, agents or sub-vendors do so; (f) breaches any of its representations or warranties. However, on the occurrence of (d) or (e) above, APML may by notice terminate the Supply Contract immediately. SFPML is entitled to terminate the Service Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension (not less than 112 days); (ii) APML substantially fails to perform its obligations; (iii) APML becomes bankrupt or insolvent or goes into liquidation. 4. Supply contract for design, engineering, procurement and supply of goods and equipments for balance of plant between Adani Power Maharashtra Private Limited and Sichuan Machinery & Equipment Import & Export Company Limited for Tiroda Power Project (3x660 MW) Adani Power Maharashtra Limited (“APML”) and Sichuan Machinery & Equipment Import & Export Company Limited (“SMEECL”) have entered into a contract dated October 6, 2008 (the “Supply Contract”) for design, engineering, procurement and supply of goods and equipments (the “Works”) for balance of plant of 3x660 MW Tiroda Power Project (the “Contractual Plant”). The Supply Contract has been since assigned to Powergen Infrastructure (L.L.C). The contract price for the contract is USD 426.4 million. SMEECL shall be entitled to charge financing charges from the Company at LIBOR + 2% for non-compliance by APML with the timing of payments in the manner as specified in the Supply Contract. The Supply Contract, inter alia, provides that: (i) APML is entitled to terminate the Supply Contract by giving 14 days’ notice, inter alia, if SFPML: (a) abandons the Works or demonstrates intention to not perform its obligations under the Service Contract; (b) without reasonable excuse fails to proceed with the Works; (c) sub-contracts the Works or assigns the Service Contract without the required consent; (d) or its guarantor in relation to the Service Contract becomes subject of bankruptcy or insolvency proceedings; (e) gives or offers to give bribe in relation to the Service Contract or if SFPML’s personnel, agents or sub-vendors do so; (f) breaches any of its representations or warranties. However, on the occurrence of (d) or (e) above, APML may by notice terminate the Service Contract immediately. SFPML is entitled to terminate the Service Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension (not less than 150 days); (ii) APML substantially fails to perform its obligations; (iii) APML becomes bankrupt or insolvent or goes into liquidation.

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5.

Power Purchase Agreement between Maharashtra State Electricity Distribution Company Limited and the Company APML and MSEDCL, (the “Parties”) have entered into a Power Purchase Agreement dated September 8, 2008 (the “PPA”) to sell the generation capacity and supply of electricity in bulk to the extent of 1,320 MW (“Contracted Capacity”) from the Tiroda Power Project (“Tiroda”) by APML to MSEDCL. The term of the PPA is 25 years from the scheduled commercial operation date of the last unit of the Tiroda Power Project. MSEDCL may, however, give a notice to APML at least 180 days prior to the expiry of the PPA, for the extension of the term, subject to the approval of Maharashtra State Electricity Regulatory Commission (“MERC”), as necessary. On receipt of notice, the Parties shall meet and discuss the extension, which may be extended on mutually agreed terms. APML has provided an irrevocable and unconditional performance guarantee (“Performance Guarantee”) of an aggregate amount of Rs. 990 million, valid up to three months after the COD, to MSEDCL. The scheduled COD for unit two and three is August 14, 2012 or such other dates as the Parties may decide. In the event APML is unable to satisfy certain conditions within three months, as specified in the agreement, the Company would be liable to furnish to MSEDCL additional weekly performance guarantee of Rs. 3.75 million per MW of maximum capacity proposed to be procured. Subsequent to the completion of certain conditions specified in the PPA, the Performance Guarantee shall be reduced by an aggregate amount of Rs. 0.25 million per MW of the total contracted capacity. The reduced Performance Guarantee shall be for the timely completion of the project and commencement of commercial operation within the time specified in the PPA. If APML fails to commence the supply of electricity as mandated in the PPA, MSEDCL shall have the right to encash the Performance Guarantee and appropriate in their favour as liquidated damages an amount as calculated under the agreement. The Security Deposit shall be released by MSEDCL within three months from COD if the Company has satisfactorily fulfilled obligations in terms of the PPA. The PPA mandates MSEDCL to executed fuel supply agreement. The entire contracted capacity shall be for the exclusive benefit of MSEDCL and it has the exclusive right to purchase the entire contracted capacity from APML. APML would be permitted to sell power to third parties, except MSEDCL, on the following grounds: (a) (b) uses such additional/surplus capacity which has not been dispatched by MSEDCL; prior written consent of MSEDCL has been obtained;

The available Contracted Capacity shall be for the exclusive benefit of MSEDCL. The available Contracted Capacity may be sold to a third party on certain grounds specified in the PPA. However, APML shall not itself use any of the electricity generated by the power station from the Contracted Capacity during the term of the PPA. In terms of the PPA, APML shall be responsible for construction of the project in a timely manner so that the contracted capacity is commissioned no later than COD, owning the power station throughout the term of the PPA and undertaking all activities in relation thereto including obtaining and maintaining all the requisite consents. APML shall, however be entitled to extension of time to perform its obligations, if the delay has resulted due to any material default of GUVNL, Force Majeure, delay in provision of open access or transmission facilities by CTU or if APML arranges to supply power to MSEDCL from alternate sources. The COD may be extended by not more than 2 years and if the COD is delayed by more than 2 years, then the PPA shall terminate as detailed therein. If the Contracted Capacity is not commissioned by COD, APML shall have to pay liquidated damages for the delay and for any further delay the damages shall be calculated in the manner set forth in the PPA. However, the aggregate liability shall not extend beyond 12 months of the delay for the contracted capacity and if there is any further delay, then MSEDCL shall have the option to terminate the PPA for breach by APML and claim liquidated damages for such breach. MSEDCL shall pay to APML, monthly tariff payment on or before the due date, comprising of the quoted tariff by the Company for every year, determined in accordance with the formula provided in the PPA. The monthly tariff payment for shall consist of monthly capacity

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payment charge, monthly energy charge, monthly incentive payment and monthly penalty payment. The PPA also lays down the mechanism for the delivery, content and payment of monthly bills. In the event of delay in payment of a monthly bill by MSEDCL beyond 30 days, a surcharge shall be payable by MSEDCL at the rate of 2% in excess of SBAR per annum on the outstanding payment, calculated on a day to day basis on p.a. basis, for each day of the delay. For payment of monthly bills provisional bill would be raised by APML on the last working day of the month, a rebate of 2.25% of the amount would be allowed on the amount credited to APML’s account on the first day of the month, a rebate of 0.05% would be allowed for each day up to the fifth day of the month. MSEDCL shall provide for a payment security mechanism in the form of a monthly revolving and irrevocable Letter of Credit (“LC”) opened and maintained by MSEDCL. Additionally, MSEDCL and APML shall enter into a default escrow agreement for the establishment and operation of escrow account in favour of the Company and in case the LC is not operational or sufficient to pay for the pending payments, the revenues from MSEDCL’s customers shall be deposited in the escrow account. The PPA contains provisions for tariff adjustment payments for change in law. In terms of the PPA, APML’s events of default include: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) failure of any unit to be commissioned by the date falling 12 months after COD; subsequent to commissioning and during its retest unit’s tested capacity is less than 92% of its rated capacity and the tested capacity remaining below 92% even after three months thereafter; after COD, APML fails to achieve average availability of 65% for 12 consecutive months; APML fails to make any payment due to MSEDCL within 3 months; any misrepresentation or untrue statement in the representation and warranties; assignment by APML of its assets or rights in violation of the PPA; transfer or novation of its rights and/or obligations by APML under the PPA; APML is subject to bankruptcy or insolvency laws or goes into liquidation or dissolution; APML repudiates the PPA; material breach, by APML, of any obligation pursuant to the PPA; and any direct or indirect change in the shareholding of APML in contravention to the terms of the bid documents.

On occurrence of any of the APML’s events of default, MSEDCL shall have the option to terminate the PPA after delivering a preliminary termination notice. On termination of the PPA pursuant to the occurrence of APML’s event of default, APML shall pay compensation to MSEDCL equivalent to eighteen months of billing at the quoted tariff and energy corresponding to 80% of the contracted capacity as liquidated damages. The liquidated damages would be computed on a day to day basis from the date of default, the amount due would be payable within 30 days of the termination of the agreement. Furthermore, APML shall not sell power to any third party or to the grid till the termination payment has been made. 6. Agreement between Adani Power Maharashtra Limited and Sichuan Machinery & Equipment Import & Export Company Limited Adani Power Maharashtra Limited (“APML”) and Sichuan Machinery & Equipment Import & Export Company Limited (the “Supplier”) have entered into a Supply Contract dated February 28, 2008 (the “Supply Contract”) for design, engineering, procurement and supply of goods and services for the 3x660 super critical thermal power plant to be set up by APMPL at Tiroda, Maharashtra for a consideration of US$ 999.9 million. The Supply Contract, inter alia, provides that: (i) The delivery to the site shall commence from September 1, 2008 and the last date of delivery is March 1, 2011.

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(ii)

The Supplier shall furnish an advance payment bank guarantee for an aggregate amount of US$ 50.00 million, which shall be reduced quarterly in accordance with the payment schedule. The Supplier shall be liable for the payment of liquidated damages to the Company for shortfall in the performance of the contractual plant. The damages shall not exceed US$ 86.25 million, except when the gross output of the contractual plant falls below 97.5% of the guaranteed gross output, or if the gross heat rate is more than 2160 kcal/kWh or if the auxiliary power consumption is 5% over the guaranteed auxiliary power consumption. Additionally, APMPL has the right to reject the contractual plant, subject to the provisions of the Supply Contract, if the gross output of the contractual plant falls below 97.5% of the guaranteed gross output, or if the gross heat rate is more than 2160 kcal/kWh or if the auxiliary power consumption is 5% over the guaranteed auxiliary power consumption

(iii)

The Company is entitled to terminate the Supply Contract by giving 14 days’ notice, inter alia, if the Supplier: (a) abandons the manufacture and supply of goods or demonstrates intention to not perform its obligations under the Supply Contract; (b) without reasonable excuse fails to proceed with manufacture and supply of goods; (c) sub-contracts its obligations or assigns the Supply Contract without the required consent; (d) or its guarantor in relation to the Supply Contract becomes subject of bankruptcy or insolvency proceedings; (e) gives or offers to give bribe in relation to the Supply Contract or if the Supplier’s personnel, agents or sub-vendors do so; (f) breaches any of its representations or warranties; (g) breaches any obligations relating to damages for performance shortfall and non-permissible deviation. However, on the occurrence of (d) or (e) above, the Company may by notice terminate the Supply Contract immediately. The Supplier is entitled to terminate the Supply Contract by giving 14 days’ notice for various reasons which include: (i) prolonged suspension; (ii) APMPL substantially fails to perform its obligations; (iii) the company becomes bankrupt or insolvent or goes into liquidation.

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REGULATIONS AND POLICIES The following description is a summary of certain sector specific laws and regulations in India, which are applicable to our Company. The information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below may not be exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. Power Generation Background The development of electricity industry in India was fashioned by two pieces of legislations namely the Indian Electricity Act, 1910 (“Electricity Act”) and the Electricity (Supply) Act, 1948 (the “Supply Act”). The Electricity Act introduced a licensing system for the electricity industry and the Supply Act was responsible for introducing greater state involvement in the industry, facilitating regional coordination. The Supply Act promoted state-owned, vertically integrated units through the creation of the State Electricity Boards (“SEBs”), to develop “Grid System”. Under this legislation, the SEBs were made responsible for generation, transmission and distribution of electricity within the geographical limits of each State of the Indian Union. A government department was responsible for the electricity supply in states where SEBs were not set up. Under the Constitution of India, both the State and Central Governments have the power to regulate the electricity industry. In the early 1990s, the power sector was liberalized and private participation in the generation sector was permitted by way of amendments in 1991 and 1998 to the Supply Act to open generation to private sector and establishment of RLDCs and to provide for private sector participation in transmission. In 1998, the Electricity Regulatory Commissions Act, 1998 (“ERC Act”) was enacted by the Central Government. The ERC Act provided for the establishment of independent electricity regulatory commission both at the Central and State levels. These regulatory commissions were set up with the objective of rationalizing the prevailing electricity tariff regime and promoting and regulating the electricity industry in the country. On the other hand, in view of the growing interest of the foreign investors government has allowed 100% FDI in Generation, Transmission and Distribution. Salient features of the Electricity Act, 2003 The Electricity Act, 2003 (“EA 2003”) is a central unified legislation relating to generation, transmission, distribution, trading and use of electricity, that seeks to replace the multiple legislations that governed the Indian power sector. The most significant reform initiative under the EA 2003 was the move towards a multi buyer, multi seller system as opposed to the existing structure which permitted only a single buyer to purchase power from power generators. In addition, EA 2003 provides for a greater flexibility and grants the respective electricity regulatory commission’s greater freedom in determining tariffs, without being constrained by rate-of-return regulations. The Act seeks to encourage competition with appropriate regulatory intervention. An Appellate Tribunal to hear appeals against the decision of the CERC and SERCs has been established. However, EA 2003 provided that transmission, distribution and trade of electricity are regulated activities which require licenses from the appropriate electricity regulatory commission, unless exempted by the appropriate government in accordance with the provisions of EA 2003. It was amended in 2007 to exempt captive power generation plants from licensing requirements for supply to any licensee or consumer. Government has also announced National Electricity Policy in 2005 to guide the development of the electricity sector in India. Licensing The EA stipulates that no person can transmit; or distribute or undertake trading in electricity, unless he is authorised to do so by a licence issued under Section 14, or is exempt under Section 13 of the Act.

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Act provides for transmission licensee, distribution licensee and licensee for electricity trading. There can be a private distribution licensee as well. Generation Currently, under Indian law, any generating company can establish, operate and maintain a generating station if it complies with the technical standards relating to connectivity with grid. Approvals from the Central Government, State Government and the techno-economic clearance from the CEA are no longer required, except for hydroelectric projects. Generating companies are now permitted to sell electricity to any licensees and where permitted by the respective state regulatory commissions, to consumers. In addition, no restriction is placed on setting up of captive power plant by any consumer or group of consumers for their own consumption. Under EA 2003, no surcharge is required to be paid on wheeling of power from the captive plant to the destination of the use by the consumer. This provides financial incentive to large consumers to set up their own captive plants. Through an amendment in 2007, Section 9 was amended to state that no separate license is required for supply of electricity generated from the captive power plant to any licensee or the consumer. The respective regulatory commissions determine the tariff for supply of electricity from a generating company to any distribution licensee, transmission of electricity, wheeling of electricity and retail sale of electricity. The CERC has the jurisdiction over generating companies owned or controlled by Central Government and those generating companies who have entered into or otherwise have a composite scheme for generation and sale in more than one state. The SERCs have jurisdiction over generating stations within the state boundaries, except those under the CERC’s jurisdiction. Transmission Transmission being a regulated activity, involves intervention of various players. The Central Government is responsible for facilitating transmission and supply, particularly, inter-state, regional and inter-regional transmission. EA 2003 vests the responsibility of efficient, economical and integrated transmission and supply of electricity with the Government of India and empowers it to make region-wise demarcations of the country for the same. In addition, Central Government will facilitate voluntary inter-connections and coordination of facilities for the inter-state, regional and inter-regional generation and transmission of electricity. CEA is required to prescribe certain grid standards under the Electricity Act and every Transmission licensee must comply with such technical standards of operation and maintenance of transmission lines. In addition, every Transmission licensee is required to obtain a license from the CERC and the respective SERCs, as the case may be. EA 2003 requires the Central Government to designate one government company as the central transmission utility (“CTU”), which would be deemed as a transmission licensee. Similarly, each state government is required to designate one government company as state transmission utility (“STU”), which would also be deemed as a transmission licensee. The CTU and STUs are responsible for transmission of electricity, planning and co-ordination of transmission system, providing nondiscriminatory open-access to any users and developing a co-ordinated, efficient and integrated interstate and intra-state transmission system respectively. EA 2003 prohibits CTU and STU from engaging in the business of generation or trading in electricity. Under the EA 2003, the Government of India was empowered to establish the NLDC and RLDCs for optimum scheduling and despatch of electricity among the RLDCs. The RLDCs are responsible for (a) optimum scheduling and despatch of electricity within the region, in accordance with the contracts entered into with the licensees or the generating companies operating in the region; (b) monitoring grid operations; (c) keeping accounts of the quantity of electricity transmitted through the regional grid; (d) exercising supervision and control over the inter-state transmission system; and (e) carrying out real time operations for grid control and despatch of electricity within the region through secure and economic operation of the regional grid in accordance with the grid standards and grid code.

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The transmission licensee is required to comply with the technical standards of operation and maintenance of transmission lines as specified by CEA, building maintaining and operating an efficient transmission system, providing non-discriminatory open access to its transmission system for use by any licensee or generating company on payment of transmission charges and surcharge in accordance with EA 2003. The Act allows IPPs open access to transmission lines. The provision of open access is subject to the availability of adequate transmission capacity as determined by the Central / State Transmission Utility. The Act also lays down provisions for Intra State Transmission, where state commission facilitate and promote transmission, wheeling and inter-connection arrangements within its territorial jurisdiction for the transmission and supply of electricity by economical and efficient utilisation of the electricity. Trading The EA 2003 specifies trading in electricity as a licensed activity. Trading has been defined as purchase of electricity for resale. This may involve wholesale supply (i.e. purchasing power from generators and selling to the distribution licensees) or retail supply (i.e. purchasing from generators or distribution licensees for sale to end consumers). The license to engage in electricity trading is required to be obtained from the relevant electricity regulatory commission. The CERC, vide notification dated February 16, 2009, issued the CERC (Procedure, Terms and Conditions for grant of trading license and other related matters) Regulations, 2009 (the “Trading License Regulations”) to regulate the inter-state trading of electricity. The Trading License Regulations define inter-state trading as transfer of electricity from the territory of one state for resale to the territory of another state and includes electricity imported from any other country for resale in any state of India. In terms of the Trading License Regulations, any person desirous of undertaking inter-state trading in electricity shall make an application to the CERC for the grant of license. The Trading License Regulations set out various qualifications for the grant of license for undertaking electricity trading, including certain technical and professional qualifications, and net worth requirements. An applicant is required to publish notice of his application in daily newspapers to facilitate objections, if any, to be filed before CERC. Further, a licensee is subject to certain conditions including the extent of trading margin, maintenance of records and submission of auditors’ report. The existing licensees are required to meet the net worth, current ratio and liquidity ratio criteria within a period up to March 31, 2010 and are required to pay license fee as specified by the CERC, from time to time. The eligibility criteria include norms relating to capital adequacy and technical parameters. However, the National and Regional Load Despatch Centres, Central and State Transmission Utilities and other transmission licensees are not allowed to trade in power, to prevent unfair competition. The relevant electricity regulatory commissions also have the right to fix a ceiling on trading margins in intra-state trading. Distribution and Retail Supply The EA 2003 does not make any distinction between distribution and retail supply of electricity. Distribution is a licensed activity and distribution licensees are allowed to undertake trading without any separate license. Under EA 2003, no license is required for the purposes of supply of electricity. Thus, a distribution licensee can undertake three activities: trading, distribution and supply through one license. The distribution licensee with prior permission of the Appropriate Commission, may engage itself in any other activities for optimal utilisation of its assets. Unregulated Rural Markets The licensing requirement does not apply in cases where a person intends to generate and distribute electricity in rural areas as notified by the state government. However, the supplier is required to comply with the requirements specified by the CEA such as protecting the public from dangers involved, eliminating/reducing the risks of injury, notify accidents and failures of transmission and supplies of electricity. It shall also be required to comply with system specifications for supply and

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transmission of electricity. EA 2003 mandates formulation of national policies governing rural electrification and local distribution and rural off-grid supply including those based on renewable and other non-conventional energy sources. This policy initiative is expected to give impetus to rural electrification and also conceptualize rural power as a business opportunity. Tariff Principles EA 2003 has introduced significant changes in terms of tariff principles applicable to the electricity industry. Earlier, the rate of return regulation as prescribed in the Sixth Schedule of the Supply Act, which envisaged a two-part tariff, was the basis of tariff determination. Even in the case of state reform acts, this Sixth Schedule was retained as the basis. EA 2003 has done away with this provision and the two-part tariff mechanism. Under EA 2003, the appropriate electricity regulatory commissions are empowered to determine the tariff for: • supply of electricity by a generating company to a distribution licensee: Provided that the Appropriate Commission may, in case of shortage of supply of electricity, fix the minimum and maximum ceiling of tariff for sale or purchase of electricity in pursuance of an agreement, entered into between a generating company and a licensee or between licensees, for a period not exceeding one year to ensure reasonable prices of electricity; transmission of electricity ; wheeling of electricity; retail sale of electricity. Provided that in case of distribution of electricity in the same area by two or more distribution licensees, the Appropriate Commission may, for promoting competition among distribution licensees, fix only maximum ceiling of tariff for retail sale of electricity.

• • •

The appropriate Electricity Regulatory Commission is required to be guided by the following while determining tariff: • • • • • • • • • the principles and methodologies specified by the CERC for determination of the tariff applicable to generating companies and licensees; generation, transmission, distribution and supply of electricity are conducted on commercial principles; the factors which would encourage competition, efficiency, economical use of the resources, good performance and optimum investments; safeguarding consumers interest and also ensure recovery of the cost of electricity in a reasonable manner; incorporate principles which reward efficiency in performance; multi year tariff principles; tariff progressively reflects the cost of supply of electricity, at an adequate and improving level of efficiency; that the tariff progressively reduces and eliminates cross subsidies in the manner to be specified by the CERC; the promotion of co-generation and generation of electricity from renewable sources of energy; and

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the National Electricity Policy and Tariff Policy.

It is to be noted that unlike the ERC Act, the respective electricity regulatory commissions have not been expressly permitted to depart from the tariff determining factors set out above. However, EA 2003 provides that the electricity regulatory commission shall have to adopt such tariff that has been determined through a transparent process of bidding in accordance with the guidelines issued by the Central Government. The Ministry of Power has issued detailed guidelines for competitive bidding as well as draft documentation (PPAs) for competitively bid projects. The determination of tariff for a particular power project would depend on the mode of participation in the project. Broadly, the tariffs can be determined in two ways: (i) based on the tariff principles prescribed by the CERC (cost-plus basis consisting of a capacity charge, an energy charge, an unscheduled interchange charge and incentive payments); or (ii) competitive bidding route where the tariff is purely market based. Modes of participation in power projects GoI announced major policy reforms in October 1991 widening the scope of private sector participation in power generation. The two modes of participating in power projects are either through the MoU route or the Bidding route. The initial batch of private sector power projects were therefore awarded generally on the basis of negotiation between the SEB and a single developer (“MoU route”). MoU Route The cost determination under the MoU route usually involves: • • • • • • • • • • • • • • • determination of receivables of capital cost. The capital costs are required to be approved by a CEA, Government of India; approval of interest rates and local and foreign debt; finalizing the term of loans and/or or other debt; finalizing the extent of foreign exchange protection; fixing operating parameters within the prescribed ceilings; identifying Deemed Generation provisions; evaluating the extent of despatchability; evaluating the level of incentive payments; identifying change in law in terms of tax or any other matter; identifying the extent of working capital permissible; evaluating the premium on fuel prices for assured supply; identifying fuel supply and transportation risk and issues; evaluating escalations in operation and maintenance and insurance expenses permissible; evaluating the extent of maintenance of spares permissible; and rebates in respect of prompt payment.

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The MoU route with a cost plus approach was initially adapted to attract investment. However, there were several complexities in calculating the above costs despite the capital cost of the project being frozen by the CEA. Under EA 2003, the CEA does not have the power to determine capital cost for the projects anymore and the requisite filings for approval of capital cost and tariff are with the regulatory commissions. This cost plus tariff mechanism is not ideally suited for competitive bidding as this would require bidding on every element of cost of generation which becomes difficult to verify and monitor over the life of the PPA. Further, the nature of costs for IPPs is very different from public sector power project costs and in the absence of complete knowledge of cost profile, it would be impossible to design a competitive bidding process based on cost plus approach that is fair to both sides thereby eliciting good investor response. In light of the same, the competitive bid route was envisaged. Bid Route Bidding essentially is based on bulk power tariff structure. As noted, under EA 2003, the regulatory commission is required to adopt a bid- based tariff, although the Bidding Guidelines permit the bidding authority to reject all price bids received. The Bidding Guidelines recommend bid evaluation on the basis of levelised tariff. The Bidding Guidelines envisages two types of bids: Case I bids, where the location, technology and fuel is not specified by the procurers, i.e. the generating company has the freedom to choose the site and the technology for the power plant; and Case II bids, where the projects are location specific and fuel specific. Tariff rates for procurement of electricity by distribution licensees (Procurer), to be decided, can be for: • • long-term procurement of electricity for a period of 7 years and above; Medium term procurement for a period of upto 7 years but exceeding 1 year.

For long-term procurement under tariff bidding guidelines, a two-stage process featuring separate RFQ and RFP stages shall be adopted for the bid process. The procurer may, at his option, adopt a single stage tender process for medium term procurement, combining the RFP and RFQ processes Under the bid route, typically the IPPs can bid at two parameters: • • The fixed or capacity charge; and The variable or energy charge, which comprises the fuel cost for the electricity generated. Bidders are usually permitted to quote a base price and an acceptable escalation formula.

The Bidding Guidelines envisages a two-step process – pre-qualification and final bid. Bidders are required to submit a technical and financial bid at the RFP stage. Increasingly, the trend is to have all purchase of power and distribution licenses through competitive bids. The Tariff Policy 2006 requires that all procurement of power after January 6, 2006 (except for PPAs approved or submitted for approval before January 6, 2006 or projects whose financing has been tied up prior to January 6, 2006) by distribution licensees has to be through competitive bidding. Some state regulators have, however, continued to purchase power under the MoU route, stating that the Tariff Policy is merely indicative and not binding. Policy for setting up of Mega Power Projects The Mega Power Policy was introduced by Ministry of Power on November 10, 1995, wherein projects with capacity of 1000 MW and more and catering power to more than one state were classified as mega power projects. The following conditions are required to be fulfilled by the developer of power projects for grant of Mega Power Project status:

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an inter-state thermal power plant with a capacity of 700 MW or more, located in the States of Jammu and Kashmir, Sikkim, Arunachal Pradesh, Assam, Meghalaya, Manipur, Mizoram, Nagaland and Tripura; or an inter-state thermal power plant of a capacity of 1,000 MW or more, located in States other than those specified in clause (a) above; or an inter-state hydro electricity power plant of a capacity of 350 MW or more, located in the States of Jammu and Kashmir, Sikkim, Arunachal Pradesh, Assam, Meghalaya, Manipur, Mizoram, Nagaland and Tripura; or an inter-state hydro electricity power plant of a capacity of 500 MW or more, located in States other than those specified in clause Rs. above”.

• •

Fiscal concessions/benefits available to the Mega Power Projects: • • • Zero Customs Duty: The import of capital equipment would be free of customs duty for these projects. Deemed Export Benefits: deemed export benefits are available to domestic bidders for projects both under public and private sector on meeting certain requirements. Pre-conditions for availing the benefits: Goods required for setting up of any mega power project, qualify for the above fiscal benefits after the project is certified that: (i) (ii) the power purchasing States have granted to the Regulatory Commissions full powers to fix tariffs; the power purchasing States undertakes, in principle, to privatize distribution in all cities, in that State, each of which has a population of more than one million, within a period to be fixed by the Ministry of Power.

Income Tax benefits: In addition, the income-tax holiday regime as per Section 80-IA of the Income Tax Act 1961 is also available.

Roles of key organisations and players The roles and functions of certain key organisations and players that operate in the power sector have been set out below: Central and State Governments The EA 2003 reserves a significant involvement of the central government in the functioning of the power sector. It has been assigned a number of duties, including planning and policy formulation, rule making, appointing, establishing, designating authority, prescribing duties and other tasks, funding, and issuing directions. The central government designates a CTU and establishes the NLDC, RLDC, the Appellate Tribunal, the Coordination Forum, and the Regulators’ Forum. It has the power to vest the property of a CTU in a company or companies and decide on the jurisdiction of benches of the Appellate Tribunal. It also prescribes the duties and functions of the CEA, NLDC and RLDC. The Central Government is also responsible for the following: a) specifying additional requirements for granting more than one distribution licensee; b) providing no-objection certificates for granting license if the service area includes central government installations such as cantonment, aerodrome, defence area, etc; c) demarcating the country into transmission regions for the purpose of inter-state transmission; d) issuing guidelines for transparent bidding process; e) approving the salary and benefits of the employees of the CEA, CERC and Appellate Tribunal; f) referring cases to the Appellate Tribunal for removal of members of the CERC on the ground of misbehaviour; and g) prescribing the procedures for inquiry into misbehaviour by members.

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The state government exercises appointing, designating powers, provides funds and makes rules notifications, etc. It has the powers to appoint or remove members of the SERC including the chairman, to approve the terms and conditions of appointment of the secretary to the SERC and other staff. It is also responsible for constituting the selection committee for appointing members of SERC. It establishes the state load despatch centre (SLDC), notifies the STU, vests property of STU in companies, draws up reorganisation of the SEB through acquiring its assets and re-vests it through a transfer scheme. It is empowered to constitute special courts, and state coordination forum. The state government creates the SERC fund and can provide loan or grants for running the SERC. It also decides how the SERC should utilize the fund and how it should maintain accounts. The state government can also provide subsidy to consumers, but EA 2003 requires it to compensate the licensee in advance by the amount of loss expected to be suffered by the licensee in implementing the subsidy. The state government notifies rural areas where exemption of license conditions would apply and issues directions to the SERC on public interest issues. Central Electricity Authority The CEA was created under the Supply Act and EA 2003 retains the agency by relegating it mostly to a consultative role. There was some overlap of duties and power between the CERC and the CEA earlier, which EA 2003 has now removed. The technical clearance required for power projects under the provisions of the Supply Act has been eliminated, except in cases of hydro projects above a certain capital investment. Electricity Regulatory Commissions EA 2003 retains the two-level regulatory system for the power sector. At the central level, the CERC is responsible for regulating tariff of generating stations owned by the central government, or those involved in generating or supplying in more than one states, and regulating inter-state transmission of electricity. The SERCs on the other hand regulate intra-state transmission and supply of electricity within the jurisdiction of each state. CERC and the SERCs are guided by the National Electricity Policy, Tariff Policy and the National Electricity Plan while discharging their functions under EA 2003. The Electricity Regulatory Commissions are also guided by any direction given by the central government for CERC or the state government for the SERC pertaining to any policy involving public interest. The decision of the government is final and non-challengeable with respect to the question that whether directions pertain to policy involving public interest or not. The commissions have been entrusted with a variety of functions including determining tariff, granting licensees, settling disputes between the generating companies and the licensees. The Electricity Regulatory Commissions are a quasi-judicial authority with powers of a civil court and an appeal against the orders of the Commissions lie to the Appellate Tribunal. Appellate Tribunal Under the earlier electricity legislations, the High Court was the appellate authority against orders that are passed by the SERC. Under EA 2003, the Appellate Tribunal has been set up as an appellate body against orders of the relevant electricity regulatory commissions or adjudicating officers in settling disputes. The Appellate Tribunal has the power to summon, enforce attendance, require discovery and production of documents, receive evidence and review decisions. The orders of the Appellate Tribunal are executable as decrees of a civil court. The orders of the Appellate Tribunal can be challenged in the Supreme Court by the aggrieved party. Enforcement Agencies The roles and functions of certain key enforcement agencies that operate in the power sector have been set out below: Investigating Authority The Electricity Regulatory Commissions have the powers to direct any person to investigate the affairs of and undertake inspection of the generating company if there is any failure by the generating company/licensee to comply with the provisions of the EA 2003 or the license, licensee. The Electricity

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Regulatory Commissions may direct the generating company/licensee to take such action as may be necessary upon receipt of report from such Investigation Authority. Electrical Inspector If the relevant government receives a complaint that there has been an accident in connection with the generation, transmission, distribution or supply of electricity or that in case of use of electrical lines or electrical plant, there is a likelihood of injury to human being or animal, it may require an Electrical Inspector to inquire and report as to the cause of the accident and the manner and extent to which the provisions of EA 2003 have been complied with. The Electrical Inspector is vested with the powers of a civil court under the Civil Procedure Code, 1908 for enforcing the attendance of witnesses and compelling the production of documents and material objects. Foreign Investment Regulation The industrial policy was formulated in 1991 to implement the Government’s liberalisation programme and consequently industrial policy reforms relaxed industrial licensing requirements and restrictions on foreign investment. The procedure for investment in the power sector has been simplified for facilitating FDI. FDI is allowed under the automatic route for 100 % in respect of projects relating to electricity generation, transmission and distribution, other than atomic reactor power plants. There is no limit on the project cost and the quantum of FDI. Indian Energy Exchange for Online Trading in Electricity Indian Energy Exchange (“IEX”) is India’s first nationwide, automated, and online electricity trading platform. The exchange is planned to be operational in 2008. Approved by CERC on August 31, 2007, the exchange would enable efficient price discovery and price risk management in the electricity market besides providing benefits like transparency and cost efficiency to its members. In February 2007, the CERC issued guidelines for grant of permission to set up power exchanges in India. The exchange is conceived to catalyse modernisation of electricity trade in the country by ushering in a transparent and neutral market through technology-enabled electronic trading platform. Special Economic Zones Special Economic Zones Act, 2005 The Government of India has enacted the Special Economic Zone Act, 2005 (the “SEZ Act”) for the establishment, development and management of special economic zone (the “SEZs”) for the promotion of exports. An SEZ is a specifically delineated duty free enclave, deemed to be a foreign territory for the purposes of trade as well as duties and tariffs. A Board of Approval (“SEZ Board”) has been set up under the SEZ Act, which is responsible for promoting the SEZ and ensuring its orderly development. The SEZ Board has various powers, including the authority to approve proposals for the establishment of an SEZ, the operations that may be carried out in the SEZ by the developer, monitoring foreign collaborations and foreign direct investments in SEZs. SEZs may be established under the SEZ Act, either jointly or severally by the Government of India, state government or any other person. On receipt of an application, the SEZ Board may, subject to certain conditions approve the proposal and communicate it to the Government of India. The Government of India may, within 30 days of receipt of communication, grant the letter of approval, which may be subject to certain additional conditions. The Government of India initially grants the letter of approval to the proposals for setting up of SEZs, referred to as the ‘in-principle approval’, which is valid for a period of one year or three years, as the case may be. The developer of the SEZ is required to take effective steps for implementation of the SEZ project within the said validity period. The developer is required to furnish intimation of fulfilment of conditions specified in the ‘in-principle’ approval to Department of Commerce, Ministry of Commerce and Industry, Government of India (the “DoC”) within the specified validity period of the ‘in-principle’ approval. The DOC, on being satisfied with the proposal and compliance of the developer with the terms of the approval, issues a notification declaring the specified area as an SEZ.

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On an area being notified as an SEZ, the Government of India appoints a development commissioner for the said SEZ who is responsible for monitoring and ensuring strict adherence to the legal framework and the day-to-day operations of the SEZ. The Special Economic Zone Rules, 2006 The Special Economic Zone Rules, 2006 (the “SEZ Rules”) have been enacted to effectively implement the provisions of the SEZ Act. The SEZ Rules provide for a simplified procedure for a single window clearance from the Government of India and state governments for setting up of SEZs and a ‘unit’ in an SEZ. The SEZ Rules also prescribe the procedure for the operation and maintenance of an SEZ, for setting up and conducting business therein, with an emphasis on ‘self certification’, and the terms and conditions subject to which entrepreneur and developer shall be entitled to exemptions, drawbacks and concessions etc. The SEZ Rules also provide for the minimum area requirement for various categories of SEZs. Gujarat Special Economic Zone Act, 2004 Gujarat Special Economic Zone Act, 2004 (the “Gujarat SEZ Act”) has been passed by the State of Gujarat legislature and it provides for the operation, maintenance, management and administration of a SEZ in the State of Gujarat. The Gujarat SEZ Act provides for the constitution and functions of the unit approval committee which grants necessary local and state level clearances for setting up a SEZ. In terms of the Gujarat SEZ Act, the developer of the SEZ has to provide various facilities such as electricity, water, waste distribution and management, minor port and related services, roads and bridges, gas distribution, communication and data network transmission and any other services as may be prescribed. The developer may levy user charges or fees as may be approved by the SEZ development committee for providing infrastructural facilities. The Gujarat SEZ Act provides that all sales and transactions within the processing area of the SEZ shall be exempt from certain taxes, cess, duties or fees levied under laws of the state of Gujarat. Environmental Regulations The Company has to comply with the provisions of the Environmental Protection Act, 1986, relevant Forest Conservation Acts, Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Hazardous Waste (Management and Handling) Rules, 1989. The Company is required to obtain and maintain statutory clearances relating to Pollution Control and Environment in relation to its power projects. Kyoto Protocol and Carbon Credits The Kyoto Protocol is a protocol to the International Framework Convention on Climate Change with the objective of reducing greenhouse gases (GHG) that cause climate change. The Kyoto Protocol was agreed on December 11, 1997 at the third conference of the parties to the treaty when they met in Kyoto, and entered into force on February 16, 2005. India ratified the Kyoto Protocol on August 22, 2006. The Kyoto Protocol defines legally binding targets and timetables for reducing the GHG emissions of industrialized countries that ratified the Kyoto Protocol. Governments have been separated into developed nations (who have accepted GHG emission reduction obligations) and developing nations (who have no GHG emission reduction obligations). The protocol includes “flexible mechanisms” which allow developed nations to meet their GHG emission limitation by purchasing GHG emission reductions from elsewhere. These can be bought either from financial exchanges, from projects which reduce emissions in developing nations under the CDM, the Joint Implementation scheme or from developed nations with excess allowances.

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Typical emission certificates are: • • • Certified Emission Reduction (CER); Emission Reduction Unit (ERU); and Voluntary or Verified Emission Reductions (VER).

CERs and ERUs are certificates generated from emission reduction projects, under the CDM for projects implemented in developing countries, and under Joint Implementation (“JI”) for projects implemented in developed countries, respectively. These mechanisms are introduced within the Kyoto Protocol. For projects which cannot be implemented as CDM or JI, but still fulfil the required standards, VERs can be generated. VERs, however, cannot be used for compliance under the Kyoto Protocol.

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HISTORY AND CERTAIN CORPORATE MATTERS The Company was incorporated as Adani Power Limited on August 22, 1996 and received a certificate of commencement of business on September 4, 1996. The Company became a private limited company on June 3, 2002 and the name of the Company was subsequently changed to Adani Power Private Limited. The RoC issued a fresh certificate of incorporation on June 3, 2002. The Company was, thereafter, converted into a public limited company on April 12, 2007 and the name of the Company was changed to Adani Power Limited. Further, upon ceasing to be a private limited company, the word private was deleted through a special resolution at the EGM of the Company held on March 28, 2007. The fresh certificate of incorporation consequent to change of our name was granted by the RoC to our Company on April 12, 2007. The Company was originally incorporated by Mr. Gautam S. Adani and Mr. Rajesh S. Adani, together with their relatives. In 2004, pursuant to internal restructuring amongst the Promoters, the entire shareholding of the Company was transferred to Mundra Port and Special Economic Zone Limited (“MPSEZL”). Subsequently, on May 29, 2006, MPSEZL transferred its entire shareholding in the Company to Adani Enterprises Limited. Main Objects of our Company The main objects of our Company as contained in the Memorandum of Association are as follows: 1) To carry on the business of generation, accumulation, distribution and supply of and to generally deal in electricity. To explore, develop, generate, accumulate, supply and distribute or to deal in other forms of energy from any source whatsoever. To establish, operate and maintain generating stations, accumulation, tie lines, sub stations, workshops, transmission lines and to lay down cables, wires. To manufacture, deal in, let on hire, install, repair and maintain plant, machinery, equipment, appliances, components and apparatus of any nature whatsoever used in connection with generation storage, supply, distributors, application of electrical energy. To carry on in India or elsewhere the business of mining, quarries and prospect for search for, find, get, work, process, crush, smelt, manufacture, refine, blend, clean, convert, store, transport, buy, sell, import, export, distribute, market and deal in mineral oil of all kinds, mineral gases of all kinds, mineral of all kinds, fuel of all kinds, their by-products, derivatives, mixtures, semi finished products and ores. To establish and develop Special Economic Zones and to carry on the business of properties developers, builders, creators, operators, owners, contractors of all and any kind of Infrastructure facilities and services including roads, railways, , cargo movement and cargo handling including mechanized handling system and equipment, land development, water desalination plant, water treatment & recycling facilities, water supply & distribution system, solid waste management, effluent treatment facilities, power generation, transmission, distribution, power trading, generation and supply of gas or any other form of energy, environmental protection and pollution control, public utilities, security services, municipal services, and of like infrastructure facilities and services viz., telecommunication, cell services, cable and satellite communication networking, data transmission network, information technology network, factory buildings, warehouses, internal container depots, container freight station, clearing houses, research centre, trading centres, school and educational institutions, hospitals, community centre, training centres, hostels, places of worship, courts, markets, canteen, restaurants, residential complexes, commercial complexes and other social infrastructures and equip the same with all or any amenities, other facilities and infrastructure required by the various industries and people, entertainment centres, amusement park, green park, recreational zone, to purchase, acquire, take on lease or in exchange or in any other lawful manner land, building, structures to promote industrial,

2)

3)

4)

5)

6)

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commercial activity for inland and foreign trade, and to do government liaison work and other work. Key Milestones The table below sets forth some of the key events and milestones in the history of our Company: Date August 22, 1996 September 20, 2006 December 8, 2006 Details Incorporation of the Company Execution of Loan agreement (financial closure) with Lenders of Mundra Phase I Power Project Coal supply agreement with AEL for Mundra Phase I Power Project, which was extended to Mundra Phase II Power Project through amendment agreement dated August 10, 2007 Execution of PPA with GUVNL for 1,000 MW Execution of PPA with GUVNL for 1,000 MW Execution of subordinate loan agreement for Mundra Phase I and II Power Project Execution of Loan agreement (financial closure) with Lenders of Mundra Phase II Power Project Execution of Investment Agreement with 3i Power Investment A1 Limited Allocation of Lohara West and Lohara Extension (E) Coal mining blocks for Tiroda Power Project Execution of Shareholder Agreement with Millennium Developers Private Limited for investment in Tiroda Project Agreement to Lease for 204.28 ha signed with Maharashtra Industrial Development Corporation for Tiroda Project Sanction of underwriting of term loan of Rs. 16,300 million for Tiroda Power Project PPA with AEL for 221 MW Coal supply agreement with AEL for Mundra Phase III Power Project Execution of loan agreement (financial closure) for Mundra Phase III Power Project Execution of subordinate loan agreement for Mundra Phase III Power Project Execution of foreign currency loan agreement for Mundra Phase III Power Project Coal supply agreement with AEL for Mundra Phase IV Power Project, which was amended on April 13, 2009 PPA with UHBVNL for 712 MW PPA with DHBVNL for 712 MW PPA with MSEDCL for 1,320 MW Investment Agreement with Ventura Power Co-developer agreement with MPSEZL Execution of loan agreement (financial closure) for Tiroda Power Project – Phase I Boiler light-up of unit I of Mundra Power Project – Phase I Share subscription agreement with Somerset Fund

February 2, 2007 February 6, 2007 June 27, 2007 July 25, 2007 September 28, 2007 November 6, 2007 January 15, 2008 February 1, 2008 March 4, 2008 March 24, 2008 March 24, 2008 March 27, 2008 March 27, 2008 March 28, 2008 April 15, 2008 August 7, 2008 August 7, 2008 September 8, 2008 November 24, 2008 January 8, 2009 January 30, 2009 March 25, 2009 March 27, 2009

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Amendments to the Memorandum of Association Since our incorporation, the following changes have been made to our Memorandum of Association: Date of shareholder resolution April 25, 2002 August 1, 2006 Nature of amendment Conversion from a public to a private limited company. The authorised capital was increased from Rs. 10,000,000 divided into 1,000,000 Equity Shares of Rs. 10 each to Rs. 11,000,000 divided into 1,100,000 Equity Shares of Rs. 10 each The authorised capital was increased from Rs. 11,000,000 divided into 1,100,000 Equity Shares of Rs. 10 each to Rs. 15,000,000,000 divided into 1,500,000,000 Equity Shares of Rs. 10 each The Company was converted from Private Limited to Public Limited The authorised capital was increased from Rs. 15,000,000,000 divided into 1,500,000,000 Equity Shares of Rs. 10 each to Rs. 25,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each. Commencement of New line of business under other object clause of Memorandum of Association of the Company. May 15, 2007 The main objects of our Company were amended to include the business of establishing and developing Special Economic Zones and to carry on the business of properties developers, builders, creators, operators, owners, contractors of all and any kind of Infrastructure facilities and services etc. The authorised capital was increased from Rs. 25,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each to Rs. 30,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each and 500,000,000 cumulative Convertible Preference Shares of Rs. 10 each. . The authorised capital was reorganized as follows: (i) (ii) Rs. 25,000,000,000 divided into 2,500,000,000 Equity Shares of Rs. 10 each ranking pari passu with the existing Equity Shares; and Rs. 5,000,000,000 divided into 500,000,000 Cumulative Compulsorily Convertible Participatory Preference Shares of Rs. 10/- each.

September 1, 2006

March 28, 2007

July 30, 2007

September 21, 2007

Promoters and Subsidiaries For details regarding our Promoters, please see “Our Promoters” on page 155 of the Draft Red Herring Prospectus. The Company has five subsidiaries. For details regarding our subsidiary companies, please see “Our Subsidiaries” on page 138 of the Draft Red Herring Prospectus. Other Agreements All our material Agreements are outlined in “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus.

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OUR SUBSIDIARIES The Company has five Subsidiaries. None of the Subsidiaries has made any public or rights issue in the last three years, have not become sick companies under the meaning of SICA and are not under winding up. 1. Adani Power Maharashtra Limited

Corporate Information Adani Power Maharashtra Limited (“APML”) was incorporated as Adani Power Maharashtra Private Limited on April 11, 2007 under the Companies Act in Ahmedabad. Adani Power Maharashtra Private Limited became a public company on May 16, 2008 and the name was subsequently changed to APML. Further, upon ceasing to be a private limited company, the word private was deleted through a special resolution at the EGM of the company held on April 29, 2008 and a fresh certificate of incorporation consequent to change of our name was granted by the RoC to APML on May 16, 2008. APML is engaged in the business of generation, accumulation, distribution and supply of and to generally deal in electricity. Our Tiroda Power Project is being executed by APML. Registered Office The registered office of APML is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors As of March 31, 2009, the board of directors of APML consisted of: 1. 2. 3. Mr. Rajesh S. Adani Mr. Subrato Trivedi Mr. R. K. Madan

Shareholding Pattern The shareholding pattern of APML as of March 31, 2009 is as follows: Sr. Name of the shareholder No. 1. Adani Power Limited* 2. Millennium Developers Private Limited 3. Somerset Emerging Opportunities Fund Total No. of equity shares Percentage of total equity holding 231,300,000 76.64 37,500,000 12.43 33,000,000 10.93 301,800,000 100.00

* This includes 104 equity shares of APML held by nominees of APL

The Company and Millennium Developers have entered into an agreement dated January 15, 2008 in terms of which Millennium Developers, either directly or through its nominee, has agreed to acquire equity shares of APML representing 26% of the issued and paid-up equity share capital of APML. The Company has in the agreement with Millennium Developers undertaken to continue to hold at least 74% shareholding of APML, either by itself or through any Adani Group company. The Company, APML and Somerset Fund have entered into a subscription share agreement dated March 27, 2009 in terms of which Somerset Fund has agreed to subscribe to the equity shares of APML aggregating to Rs. 1,000 million (including the amount of Rs. 330 million already invested). For further details of these agreements, please see “Description of Certain Key Contracts” on page 91 of this Draft Red Herring Prospectus.

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Financial Performance The summary audited financials of APML for Fiscal 2008 is as follows: Particulars Equity Capital Reserves and surplus* Income Profit After Tax Earning Per Share (face value Rs. 10) Net Asset value per share
*

(In Rs. Million, except share data) For the year ended March 31, 2008 0.10 (20.5) 0.00 0.00 0.00 (2,040.15)

Miscellaneous expenses to the extent not written off as of March 31, 2008 was Rs. 20.5 million.

2.

Adani Power Rajasthan Limited

Corporate Information Adani Power Rajasthan Limited (“APRL”) was incorporated as Adani Power Rajasthan Private Limited on January 25, 2008 under the Companies Act in Ahmedabad. Adani Power Rajasthan Private Limited became a public company on April 29, 2008 and the name was subsequently changed to APRL. Further, upon ceasing to be a private limited company, the word private was deleted through a special resolution at the EGM of the company held on April 28, 2008 and a fresh certificate of incorporation consequent to change of our name was granted by the RoC to APRL on April 29, 2008. APRL is engaged in the business of generation, accumulation, distribution and supply of and to generally deal in electricity. Registered Office The registered office of APRL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors As of March 31, 2009, the board of directors of APRL consisted of: 1. 2. 3. Mr. Rajesh S. Adani Mr. R.K. Gupta Mr. Ameet H. Desai

Shareholding Pattern The shareholding pattern of APRL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Power Limited* Total
*This includes 104 equity shares of APRL held by nominees of APL

No. of equity shares Percentage of total equity holding 50,000 100.00 50,000 100.00

Financial Performance The summary audited financials of APRL for Fiscal 2008 is as follows: Particulars Equity Capital (In Rs. Million, except share data) For the year ended March 31, 2008 0.10

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Particulars Reserves and surplus Income Profit After Tax Earning Per Share (face value Rs. 10) Net Asset value per share
*

For the year ended March 31, 2008 (0.01)* 0.00 0.00 0.00 8.61

Miscellaneous expenses to the extent not written of as of March 31, 2008 was Rs. 0.01 million.

3.

Adani Power Dahej Limited

Corporate Information Adani Power Dahej Limited (“APDL”) was incorporated as Dahej Power Private Limited under the Companies Act on February 6, 2006. APDL became our subsidiary on December 15, 2007. Its name was subsequently changed to Adani Power Dahej Limited on May 16, 2008. Further, upon ceasing to be a private limited company, the word private was deleted through a special resolution at the EGM of the company held on April 29, 2008 and a fresh certificate of incorporation consequent to change of our name was granted by the RoC to APDL on May 16, 2008. APDL is engaged in the generation, accumulation, distribution and supply of electricity. Registered Office The registered office of APDL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors As of March 31, 2009, the board of directors of APDL consisted of: 1. 2. 3. Mr. Rajesh S. Adani Mr. Devang Desai Mr. Vineet Jain

Shareholding Pattern The shareholding pattern of APDL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Power Limited* TOTAL Number of equity shares held 50,000 50,000 Percentage 100 100.00

*This includes 104 equity shares of APDL held by nominees of Adani Power Limited.

Financial Performance The summary audited financials of APDL for Fiscal 2008 and 2007 is as follows: Particulars Equity Capital Reserves and surplus* Income Profit After Tax Earning Per Share (face value Rs. 10) (in Rs.) Net Asset value per share (in Rs.)
*

(In Rs. Million, except share data) For the year ended For the year ended March 31, 2008 March 31, 2007 0.10 0.10 (3.11) (0.01) 0.00 0.00 0.00 0.00 0.00 0.00 (301.04) 9.00

Miscellaneous expenses to the extent not written off as of March 31, 2008 and March 31, 2007 were Rs. 3.11 million and Rs 0.01 million, respectively.

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4.

Mundra Power SEZ Limited

Corporate Information Mundra Power SEZ Limited (“MuPSEZL”) was incorporated under the Companies Act on October 27, 2008 in Ahmedabad. The business of the company is to develop a Special Economic Zone for establishment of electric and power distribution, industrial and commercial undertaking by constructing roads, buildings, structures, arranging water supply, electricity supply and other energy sources, developing sewage systems, effluent treatment systems, social infrastructure and provide all other amenities and facilities as may be necessary for establishment of special economic zone subject to approval, if required. Registered Office The registered office of MuPSEZL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors As of March 31, 2009, the board of directors of MuPSEZL consisted of: 1. 2. 3. Mr. Rajesh S. Adani Mr. Ameet H. Desai Mr. Pranav V. Adani

Shareholding Pattern The shareholding pattern of MuPSEZL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Power Limited* Total
*This includes 6 equity shares of MuPSEZL held by nominees of APL

No. of equity shares Percentage of total equity holding 50,000 100.00 50,000 100.00

Financial Performance The audited financials of MuPSEZL are not available as it is in the first year of its incorporation. 5. Adani Power (Overseas) Limited

Corporate Information Adani Power (Overseas) Limited (“APOL”) was incorporated in accordance with the Offshore companies regulations of Jebel Ali Free Zone, 2003 with a limited liability on October 13, 2008. The principal activities for which the offshore company is established is general trading, investment, investments in properties worldwide, property development and investment in properties in Dubai world, nakeel, emaar, dubai holdings or any other approved projects by Jebel Ali Free Zone and investment in development or acquisition of assets in regards to power generation, mining shipping etc. and to support various activities of the parent company and its other subsidiaries that are engaged in business of generation and distribution of power. Registered Office The registered office of APOL is located at 1003, Khalid Al Attar Tower, Sheikh Zayed Road, P.O.Box 71241, Dubai, United Arab Emirates.

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Board of Directors As of March 31, 2009, the board of directors of APOL consisted of: 1. 2. Mr. Vinod S. Shah Mr. Rakesh S. Shah

Shareholding Pattern The shareholding pattern of APOL as of March 31, 2009 is as follows: Sr. No. Name of the shareholder No. of ordinary shares – AED 20,000 each 2 2 Percentage of total equity holding 100.00 100.00

1.

Adani Power Limited Total

Financial Performance The audited financials of APOL are not available as it is in the first year of its incorporation.

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OUR MANAGEMENT Board of Directors The Articles of Association of the Company require that there shall be a minimum of three and a maximum of 12 Directors. The Company currently has eight Directors. The details regarding our Board of Directors as on the date of this Draft Red Herring Prospectus are set forth below: Name, Father’s Name, Address, Designation, Occupation and Term Mr. Gautam S. Adani (S/o Mr. Shantilal B. Adani) Chairman Non-Independent and NonExecutive Director Address: Shantivan Farm House B/h Karnavati Club Mohemadpura Village Ahmedabad 380 057 Profession: Industrialist Term: Liable to retire by rotation DIN: 00006273 Mr. Rajesh S. Adani (S/o Mr. Shantilal B. Adani) Managing Director Address: 14, Suryaja Bungalow Behind Sarathi Restaurant Vastrapur Ahmedabad 380 054 Profession: Industrialist Term: Five years w.e.f. April 1, 2008 DIN: 00006322 Indian 44 Nationality Indian Age 46 • • • • • • • • Other Directorships/Partnerships Adani Energy Limited Adani Enterprises Limited Adani Logistics Limited Adani Petronet (Dahej) Port Private Limited Adani Welspun Exploration Limited Adani Wilmar Limited Jain International Trade Organisation Limited

Mundra Port And Special Economic Zone Limited Partnerships • • • • • • • • • • • • • • • • Adani Commodities Adani Tradelinks Adani Energy Limited Adani Enterprises Limited Adani Power Dahej Limited Adani Power Maharashtra Limited Adani Power Rajasthan Limited Adani Shipyard Private Limited Adani Wilmar Limited Baramati Power Private Limited Columbia Chrome (India) Private Limited Mundra Port And Special Economic Zone Limited Mundra Power SEZ Limited Parsa Kante Collieries Limited PT Kapuas Coal Mining

Swayam Realtors and Traders Limited Partnerships • • Adani Commodities Adani Tradelinks

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Name, Father’s Name, Address, Designation, Occupation and Term Mr. R K Gupta (S/ o Mr. Ram Sarup Gupta) Whole-time Director Address: 102, Ratnam Residency B/h. Fun Republic Satellite, Ahmedabad Profession: Service Term: Two years w.e.f. March 16, 2008 DIN: 0088783 Mr. Ameet H. Desai (S/o Mr. Hiranyakumar Desai) Non-Independent Executive Director and Non-

Nationality Indian

Age 64 •

Other Directorships/Partnerships Adani Power Rajasthan Limited

Indian

45

• • • • • • • •

Adani Logistics Limited Adani Power Rajasthan Limited Inland Conware (Ludhiana) Private Limited Inland Conware Private Limited MPSEZ Utilities Private Limited Mundra Port And Special Economic Zone Limited Rajasthan SEZ Private Limited Mundra Power SEZ Limited

Address: A/403, Pratishtha Apartment Bodakdev Ahmedabad 380 054 Profession: Service Term: Liable to retire by rotation Din: 00007116 Mr. Vijay Ranchan (S/o Mr. Pyarelal Sharma) Independent Director Address: Plot No. 131 Sector 8 – C Gandhinagar – 382 008 Profession: Retired Indian Administrative Service Official Term: Liable to retire by rotation DIN: 01602023 Mr. Surendra Kumar Tuteja (S/o Mr. Lekh Raj Tuteja) Independent Director Address: Indian 63 Indian 66

• • • •

Adani Energy Limited Shah Pulp and Paper Limited Usher Agro Limited Usher Eco Limited

Mills

• • • •

A to Z Maintenance Engineering Services Private Limited Abhishek Industries Limited Adani Logistics Limited Axis Private Equity Limited

144

Name, Father’s Name, Address, Designation, Occupation and Term S-307, 2nd Floor Panchsheel Park New Delhi 110 001 Profession: Retired Indian Administrative Service Official Term: Liable to retire by rotation DIN: 00594076

Nationality

Age • • • • • • • • • • • • •

Other Directorships/Partnerships HMT Limited Indian Energy Exchange Limited Mundra Port and Special Economic Zone Limited National Bulk Handling Corporation Limited Pegasus Asset Reconstruction Private Limited Precision Pipes and Profiles Company Limited Shri Renuka Infraprojects Limited Shri Renuka Sugars Limited Small Industries Development Bank of India Sohrab Spinning Limited SVIL Mines Limited Swaraj Mazda Limited Tiger Cold Chain Private Limited Ambuja Cement Foundation Bhushan Steel Limited Birla Corporation Limited Cosmo Ferrites Limited Exicom Telesystems Limited Filatex India Limited Jaiprakash Hydro Power Limited Jaiprakash Power Ventures Limited Nagarjuna Fertilizers and Chemicals Limited Oriental Carbon and Chemicals Limited Precision Pipes and Profiles Company Limited Smart Digivision Private Limited The Dhampur Sugar Mills Limited Vikas Global One Limited VLS Finance Limited Apollo Hospitals international Limited Arman Lease & Finance Limited Cadila Pharmaceuticals (Ethiopia) PLC Cadila Pharmaceuticals Limited Doshion Limited G.S.E.C Limited Gujarat NRE Coke Limited Gulmohor Greens Golf & Country Club Limited H.K. Finersherm Limited

Mr. B. B. Tandon (S/o Late Mr. Chand Behari Tandon) Independent Director Address: J – 238, First Floor Saket New Delhi – 110017 Profession: Retired Indian Administrative Service Official Term: Liable to retire by rotation DIN: 00740511

Indian

67

• • • • • • • • • • • • • • •

Mr. Chinubhai R. Shah (S/o Mr. Ramanlal Shah) Independent Director Address: 402, Heritage Crescent B/h Prahaladnagar Garden Near Jain Drasar S.G. Highway Ahmedabad 380 051

Indian

71

• • • • • • • • •

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Name, Father’s Name, Address, Designation, Occupation and Term Profession: Service Term: Liable to retire by rotation DIN: 00558310

Nationality

Age • • • • •

Other Directorships/Partnerships India Renal Foundation Meghmani Organics Limited Nirma Limited Saline Area Vitalization Enterprise Limited Shilp Gravures Limited

Two of our Directors, Mr. Gautam S. Adani and Mr. Rajesh S. Adani are brothers. None of the other Directors are related to each other. Brief Biographies of our Directors Mr. Gautam S. Adani, is the Chairman and founder of the Adani Group. Under his leadership, Adani Group has emerged as a diversified conglomerate with interests in international trading, infrastructure development, power generation and distribution, development of special economic zones, gas distribution, trading and business process outsourcing. He has been instrumental in the diversification of the Adani Group into the power sector. Mr. Rajesh S. Adani is the Managing Director of our Company. He holds a bachelor’s degree in commerce from the Gujarat University. Mr. Rajesh S. Adani is the brother of Mr. Gautam S. Adani and is responsible for overall development, control and monitoring the implementation of the power projects, raising of financial resources for the projects and negotiation with suppliers. He is also involved in the management of Adani Enterprises Limited. He has been associated with Adani Enterprises Limited since its incorporation in 1988. He handles the marketing and finance aspects of Adani Enterprises Limited and has been responsible for developing the business relationships of Adani Enterprises Limited. Mr. R.K. Gupta is a whole-time Director of our Company. He holds a bachelors degree in electrical engineering and has experience in setting up and operation of hydro, diesel, coal and gas based power plants. He has earlier worked as Director (Technical) of Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited and Chairman and Managing Director of Rajasthan Rajya Vidyut Utpadan Nigam Limited. During his career, he has commissioned several power units successfully. Mr. Ameet H. Desai is a Director of our Company. He holds a bachelor’s degree in business administration. Mr. Desai also has a MBA (Finance) from the B.K. School of Management, Ahmedabad. He has experience in the field of corporate finance, projects and mergers and acquisitions. He is also an executive director of Mundra Port and Special Economic Zone Limited. Earlier he was Vice-President (Mergers & Acquisitions and Business Planning) for Ranbaxy Laboratories Limited, where he was instrumental in establishing the merger and acquisition team and facilitating four crossborder acquisitions. He was a team member for a global licensing transaction and also led the divestment of allied business of Ranbaxy Laboratories Limited. He also had the responsibility for business planning function at Ranbaxy Laboratories Limited, besides being a member of various committees including the executive committee. Mr. Desai has also worked at Core Healthcare Limited where he was involved in corporate finance, restructuring and operations. Mr. Vijay Ranchan is an independent director of our Company. He holds master’s degree in arts (English Literature) from Punjab University. He is a retired Indian Administrative Service. He has previously worked for Gujarat Agro Industries Corporation, Gujarat Industrial Investment Corporation, Gujarat Fisheries Central Co-operation Association, Gujarat Industries Power Company Limited, Gujarat State Power Corporation, Gujarat Fisheries Development Corporation, Gujarat Mineral Development Corporation and Gujarat Industrial Development Corporation. Mr. Surendra Kumar Tuteja is an independent director of our Company. He holds a master’s degree in commerce from the Shriram College of Commerce, Delhi and is a qualified company secretary. He is a retired Indian Administrative Service official belonging to the Punjab cadre and has served the Government of India and the Government of Punjab in various capacities. He was the Principal Secretary, Industries and Commerce and Principal Secretary, Finance with the Government of Punjab. 146

He retired as Secretary, Department of Food and Public Distribution, Government of India in 2005. Mr. Tuteja is presently the Chairman of Swaraj Mazda Limited and Abhishek Industries Limited. He was awarded the Dayanand Munjal award in 1992 as “Manager of the Year” by the Ludhiana Management Association. Mr. B. B. Tandon is an independent director of our Company. He holds a master’s degree in arts and LLB degree from Delhi University and is a certified associate of the Indian Institute of Bankers. He has served the Government of India, State Government of Himachal Pradesh and State Electricity Board of Himachal Pradesh. As Principal Secretary (Power) and Chairman, H.P. State Electricity Board, he initiated the policy of private sector participation in the execution of hydel projects in Himachal Pradesh and various projects in the state. Mr. Chinubhai R. Shah is an independent director of our Company. He has obtained a master’s degree in arts from the Gujarat University. He has also acquired a master degree in law with a gold medal from the Gujarat University. He is a fellow member of the Institute of Company Secretaries of India and has been conferred life fellowship of the All India Management Association. He has been the president of the Gujarat Chamber of Commerce and Industry, the All India Management Association and the Institute of Company Secretaries of India. Remuneration of Directors The remuneration of the following executive Directors is as per the terms of appointment contained below: 1. Mr. Rajesh S. Adani

Mr. Rajesh S. Adani was appointed as a Managing Director of the Company with effect from April 1, 2008 for a period of five years as approved by the shareholders at the EGM of the Company held on April 25, 2008. Mr. Rajesh S. Adani shall not be paid any remuneration in his capacity as Managing Director of the Company. The Company has entered into a Managing Director Agreement dated April 1, 2008 (the “MDA”) with Mr. Rajesh S. Adani, where by he has been appointed as a Managing Director of the Company for a period of five years from April 1, 2008, as approved by the Board of Directors of the Company at its meeting held on March 31, 2008. The MDA may be renewed for a further period of five years upon mutually agreed terms. In terms of the MDA, Mr. Rajesh S. Adani as the Managing Director of the Company shall carry out such duties and functions, and exercise such powers as may be assigned to him by the Board of Directors. Mr. Rajesh S. Adani, in his capacity as Managing Director of the Company, shall be subject to the superintendence, control and directions of the Board of Directors. The Board of Directors have, subject to the Companies Act, vested various powers in the Managing Director, including: (i) (ii) (iii) (iv) (v) (vi) (vii) To manage, conduct and transact all the business, affairs and operations of the Company including power to enter into and sign contracts and to vary and rescind them; To sign and / or execute, present for registration, on behalf of the Company all deeds, instruments, contracts, cheques, bills of exchanges, drafts, and all other documents including mercantile documents. To institute, defend, prosecute, conduct, compound or compromise legal and arbitration proceedings, claims and disputes by or against the Company or in which the Company may be concerned or interested. To convene meetings of the Board of Directors, committees, sub committees of Directors of the Company, if any, and the ordinary or extra-ordinary general meetings of the shareholders; To purchase, sell or otherwise acquire or alienate all the properties of the Company; To borrow money for the purpose of business of the Company subject to approval of the Company under Section 293 (1) (d) of the Companies Act, 1956 and within the ceiling specified by the Board of Directors from time to time; In terms of Section 292 and other applicable provisions of the Companies Act, 1956, to invest in any security of any entities including entities carrying business of power, power plant in

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SEZs and other infrastructure facilities and to subscribe in equity shares for incorporation of new subsidiary companies upto the maximum limit of Rs. 500 crores. 2. Mr. R. K. Gupta

Mr. R. K. Gupta was appointed as a Whole Time Director of the Company with effect from March 16, 2008 for a period of two years at remuneration of Rs. 0.35 million per month (excluding contribution to provident fund and gratuity), as approved by the shareholders at the EGM of the Company held on April 25, 2008. Shareholding of the Directors The Articles of Association do not require our Directors to hold any qualification Shares. None of the Directors of the Company hold any Equity Shares in the Company as of the date of filing of this Draft Red Herring Prospectus. Interests of Directors All of our Directors may be deemed to be interested to the extent of fees payable to them if any, for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them, if any under our Articles of Association, and to the extent of remuneration paid to them, if any for services rendered as an officer or employee of our Company. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to the companies, firms, trusts, in which they are interested as Directors, members, partners, trustees and Promoters, pursuant to this Issue. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Our Directors have no interest in any property acquired by our Company within two years of the date of this Draft Red Herring Prospectus. Except as stated in the section titled “Related Party Transactions” on page 229 of this Draft Red Herring Prospectus, the Directors do not have any other interest in the business of the Company. Changes in our Board of Directors in the last three years The changes in our Board of Directors during the last three years are as follows: Name Mr. B. B. Tandon Mr. Ravjibhai Patel Mr. Rajesh Adani Mr. Anil Ahuja Mr. Sanjay Gupta Mr. S. K Tuteja Mr. Vijay Ranchan Mr. Pradeep Mittal Mr. R.K. Madan Mr. Chinubhai R. Shah Mr. Anil Ahuja Corporate Governance The Company has complied with the requirements of the applicable regulations, including the listing agreement to be entered in to with the Stock Exchanges and the SEBI Guidelines, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s Date of Change January 4, 2007 April 19, 2007 June 12, 2007 October 1, 2007 December 12, 2007 September 17, 2007 December 12, 2007 March 31, 2008 March 31, 2008 April 25, 2008 April 30, 2008 Reason Appointed Resigned Appointed Appointed Resigned Appointed Appointed Resigned Resigned Appointed Resigned

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supervisory role from the executive management team and constitution of the Board Committees, as required under law. The Company has a Board constituted in compliance with the Companies Act and listing agreement to be entered in to with the Stock Exchanges and in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our executive management provides the Board detailed reports on its performance periodically. Currently, the Board of Directors has eight Directors and the Chairman of the Board of Directors is a non-executive director. In compliance with the requirements of Clause 49 of the equity listing agreement, the Company has two executive Directors and two non-executive directors, including four independent directors, on its Board of Directors. Further, four directors on the Board of Directors are independent directors, in accordance with and in compliance of Clause 49 of the equity listing agreement. Committees of the Board Audit Committee The members of the Audit Committee are: 1. 2. 3. 4. Mr. S. K. Tuteja, Chairman Mr. B. B. Tandon Mr. Chinubhai R. Shah Mr. Ameet H. Desai

The Audit Committee was constituted by a meeting of the Board of Directors held on March 15, 2006. The Audit Committee was, subsequently reconstituted by a meeting of the Board of Directors on March 31, 2008 and its terms of reference were expanded to include the following: 1. 2. 3. 4. Overseeing the Company’s financial reporting process and disclosure of its financial information. Recommending to the Board the appointment, re-appointment, and replacement of the statutory auditor and the fixation of audit fee. Approval of payments to the statutory auditors for any other services rendered by them. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: i. ii. iii. iv. v. vi. vii. 5. 6. 7. 8. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgment by management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; and Qualifications in the draft audit report.

Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. Discussion with internal auditors any significant findings and follow up there on.

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9. 10. 11. 12. 13.

14.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. Reviewing the functioning of the whistle blower mechanism, in case the same is existing. Review of management discussion and analysis of financial condition and results of operations, statements of significant related party transactions submitted by management, management letters/letters of internal control weaknesses issued by the statutory auditors, internal audit reports relating to internal control weaknesses, and the appointment, removal and terms of remuneration of the chief internal auditor. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of the Audit Committee shall include the power: 1. 2. 3. 4. to investigate activity within its terms of reference; to seek information from any employees; to obtain outside legal or other professional advice; and to secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information: 1. 2. 3. 4. 5. management discussion and analysis of financial condition and results of operations; statement of significant related party transactions; Internal Audit reports relating to internal control weaknesses; the appointment, removal and terms of remuneration of the Chief Internal Auditor; and review of the financial statements of the unlisted subsidiary Company(ies), in particular, the investments made by them, if any.

The scope and function of the Audit Committee are in accordance with Section 292A of the Companies Act and Clause 49 of the Listing Agreement. Remuneration Committee The Remuneration Committee was constituted by a meeting of the Board of Directors held on March 15, 2006. The Remuneration Committee was, subsequently reconstituted by a meeting of the Board of Directors on March 31, 2008. The members of the Remuneration Committee are: 1. 2. 3. 4. Mr. B. B. Tandon, Chairman Mr. Gautam S. Adani Mr. S.K. Tuteja Mr. Vijay Ranchan

The terms of reference of the Remuneration Committee are as follows: 1. Framing suitable policies and systems to ensure that there is no violation, by an Employee or the Company of any applicable laws in India or overseas, including: a. b. 2. The Securities and Exchange Board of India (Insider Trading) Regulations, 1992; or The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995.

Determine on behalf of the Board and the shareholders the company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payments.

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3.

Perform such functions as required to be performed by the Remuneration Committee under clause 5 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

4.

Shareholders’/Investors’ Grievances and Share Transfer Committee The Shareholders/ Investors’ Grievance Committee was constituted by a meeting of the Board of Directors held on December 12, 2007. The Shareholders/ Investors’ Grievance Committee was, subsequently reconstituted by a meeting of the Board of Directors on May 27, 2008. The members of the Shareholders’/Investors’ Share Transfer Grievance Committee are: 1. 2. 3. 4. Mr. Vijay Ranchan, Chairman Mr. Rajesh Adani Mr. Chinubhai R. Shah Mr. Ameet H. Desai

This Committee was constituted to carry out such functions for the redressal of shareholders’ and investors’ complaints, including but not limited to, transfer of shares, non-receipt of balance sheet, nonreceipt of dividends, and any other grievance that a shareholder or investor of the Company may have against the Company. The terms of reference of the Investor Grievance Committee are as follows: 1. 2. 3. Investor relations and redressal of shareholders grievances in general and relating to non receipt of dividends, interest, non- receipt of balance sheet etc. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee. To approve request received for transfer, transmission, demat etc. of securities of the Company.

Borrowing Powers of our Board In terms of our Articles of Association, the Board may, from time to time, at its discretion by a resolution passed at its meeting raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. However, if the moneys sought to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) should exceed the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart for any specific purpose), the Board is required to obtain the consent of the Company in general meeting prior to undertaking such borrowing. Pursuant to an EGM Resolution dated April 25, 2008 by the shareholders of the Company in accordance with the provisions of the Companies Act, 1956, the Board has been authorized to borrow moneys (apart from temporary loans obtained from the bankers of the Company in ordinary course of business) from banks, financial institutions, NBFCs etc., from time to time, for the purpose of Company’s business upto an aggregate amount of Rs. 200,000 million.

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Organisation chart of the Company MD & CEO

Commercial

Whole time Director – Mundra

Head - Maharashtra Project

Head - Rajasthan Project

Head – Dahej Project

CFO Finance & Accounts Legal Information Technology Internal Audit

HR

Project Planning & Co-ordination

Design & Engineering

Project Heads - Mechanical - Electrical - Civil

Recruitment

Payroll

Training

Key Management Personnel In addition to our executive Directors, provided below are the key managerial employees of the Company. For details relating to the profiles of Mr. Rajesh S. Adani and Mr. R.K. Gupta, please see the section titled “Our Management - Brief Biographies of Our Directors” beginning on page 146 of this Draft Red Herring Prospectus. All our key managerial personnel are employed with the Company. Our Subsidiaries have limited employees at this stage and they rely on our employees for several key functions, including finance, secretarial, project management and others. Mr. Subrato Trivedi, aged 59 years, is President (Projects). He holds a bachelor’s degree in engineering (mechanical) from the Ravishankar University. He joined the Company on August 13, 2007. He has experience in the setting up and operating large power projects. Prior to joining the Company us, he has worked as Executive Director - ER with NTPC. He has been involved in power projects implementation of the Company. During fiscal 2009, Mr. Trivedi was paid a gross compensation of Rs. 4.50 million. Mr. Om Prakash Kalia, aged 60 years, is Sr. Vice-President (Engineering). He holds a master’s degree (Mechanical) from P. F. University, Moscow. Mr. Kalia joined the Company on August 25, 2007. He has experience in power plant engineering, tender evaluation, award recommendation and review engineering in coal, oil and gas based power plants. Prior to joining the Company, Mr. Kalia has worked with Reliance Energy Limited, NTPC and Bharat Heavy Engineering Limited. He has been involved in implementation of power projects of the Company. During fiscal 2009, Mr. Kalia was paid a gross compensation of Rs. 4.99 million. Mr. Vineet Jain, aged 38 years, is Sr. Vice-President (Techno Commercial & Business Development). He holds a bachelor’s degree in engineering (mechanical) from Government College, Haryana. Mr. Jain joined the Company on December 4, 2006. He has experience in planning and execution of power projects including business development, project planning, monitoring, cost control measures, finalisation of EPC contracts and preparation of techno-economic feasibility report of power projects.

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Prior to joining the Company, he has worked with Jindal Steel & Power Limited. During fiscal 2009, Mr. Jain was paid a gross compensation of Rs. 3.76 million. Mr. K. Venugopal, aged 43 years, is the Sr. Vice President (Finance). He holds a bachelor’s degree in commerce from the A.P. Residential College, Nagarjuna Sagar and a master’s of business administration (finance) degree from the Department of Commercial and Management Studies, Andhra University. Mr. Venugopal joined the Company on April 1, 2008. He has experience in the field of audit, accounting and finance. Prior to joining the Company, he has worked with Mundra Port and Special Economic Zone Limited, Adani Enterprises Limited, Sanghi Group, Shriram Industrial Enterprises Limited and Unicorn Organics Limited. He has been involved in various functions such as finance & accounts, strategic planning, mergers, business hive-offs, corporate finance, GDRs, ECA / ECBs, Bonds and Securitization of receivables. During fiscal 2009, Mr. Venugopal was paid a gross compensation of Rs. 4.37 million. Mr. Omprakash Bhardwaj, aged 61 years, is Head of Civil Department (APL). He holds Diploma in Civil Engineering from Board of Technical Education of Haryana and AMIE Civil Engineering from Institution of Engineers - Calcutta. Mr. Bhardwaj joined the Company on April 1, 2008. He has experience in tendering and execution of works at thermal power projects, piling work in soil and rocky area and dredging work, safety plan, methodical statement for different activities, document control system and schedule for completion of civil jobs. Prior to joining the Company, he has worked with various organisations such as Hindustan Prefab Limited, National Corporation, Delta Group, Dongyong Private Limited, Cement Gypsum Products Company SAOG, Punj Loyd Limited. During fiscal 2009, Mr. Bhardwaj was paid a gross compensation of Rs. 4.10 million. Mr. V. N. Bhamidipati, aged 60 years, is Sr. Vice President (Operation Services). He holds Bachelor’s degree in engineering (Mechanical) from Mysore University, Masters degree in engineering (Mechanical) from Wichita State University (USA), MBA from North west Missouri State University (USA) and diploma in Senior Project Management from American Management Association. Mr. Bhamidipati, joined the Company on October 10, 2008. He has experience in developing co-generation projects, managed EPC based contracts and energy bidding process, successfully negotiated large international fuel contracts (oil and coal) from Venezuela, involved in developing/using project financial models by Goldman Sachs and prepared and reviewed capital and O&M budgets and identified staffing requirements. Prior to joining the Company, he has worked with various organisations such as Progress Energy, Atlantic Energy/ Conectiv/ Potomac Electric Co and Stone & Webster Engineering. During fiscal 2009, Mr. Bhamidipati was paid a gross compensation of Rs. 1.02 million. All key managerial personnel are permanent employees of the Company and are not related to our individual Promoters. Shareholding of Key Managerial Personnel None of the Key Managerial Personnel of the Company hold any Equity Shares of the Company as of the date of filing this Draft Red Herring Prospectus. Bonus or profit sharing plan of the Key Management Personnel Our Company does not have a performance linked bonus or a profit sharing plan for the Key Management Personnel. Interests of Key Management Personnel The key management personnel of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. None of our key management personnel have been paid any consideration of any nature from our Company, other than their remuneration.

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Changes in the Key Management Personnel The changes in the key management personnel in the last three years are as follows: Name of the Key Management Person Mr. Vineet Jain Mr. Keshav Saran Mr. Subrato Trivedi Mr. Om Prakash Kalia Mr. K. Venugopal Mr. Keshav Saran Mr. Omprakash Bhardwaj Mr. V. N. Bhamidipati Date December 4, 2006 July 2, 2007 August 13, 2007 August 25, 2007 April 1, 2008 June 30, 2008 April 1, 2008 October 10, 2008 Reason for Change Appointed Appointed Appointed Appointed Appointed Resigned Appointed Appointed

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OUR PROMOTERS Our Promoters are as follows: 1. 2. 3. Mr. Gautam S. Adani Mr. Rajesh S. Adani Adani Enterprises Limited

Our Individual Promoters Mr. Gautam S. Adani is the non-executive Chairman of our Company. He is a resident Indian national. For further details, see the section titled “Our Management” on page 143 of this Draft Red Herring Prospectus. His driving license number is GJ01/805843/01and his voter identification number LPZ4089314.

Mr. Rajesh S. Adani is the Managing Director of our Company. He is a resident Indian national. For further details, see the section titled “Our Management” on page 143 of this Draft Red Herring Prospectus. His driving license number is 01-404400-00 and his voter identification number is LBR6827703.

Our Company undertakes that the details of the PAN, Bank Account Numbers, and Passport Numbers of our Promoters will be submitted to the stock exchanges at the time of filing the Draft Red Herring Prospectus with the Stock Exchanges. For more details of Mr. Gautam S. Adani and Mr. Rajesh S. Adani, please see the section titled “Our Management – Board of Directors” on page 143 of this Draft Red Herring Prospectus. Our Corporate Promoters Adani Enterprises Limited Corporate Information Adani Enterprises Limited (“AEL”) was incorporated under the Companies Act on March 2, 1993 as Adani Exports Limited. Its name was subsequently changed to Adani Enterprises Limited on August 10, 2006. AEL is engaged in the business of trading in goods, import and export of goods, carrying out mining activities, and acquisition of land, other property and real estate for developmental activities. Registered Office The registered office of AEL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The Board of Directors of AEL comprises of: 1. Mr. Gautam S. Adani

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2. 3. 4. 5. 6. 7.

Mr. Rajesh S. Adani Mr. Vasant S. Adani Mr. Jay H. Shah Dr. A.C. Shah Dr. Pravin P. Shah Mr. Yoshihiro Miwa

Shareholding Pattern The shareholding pattern of AEL as on March 31, 2009 is as follows:
Name of the shareholders Promoters and Promoter Group Mr. Rajesh S. Adani/Ms. Shilin R. Adani (on behalf Rajesh S. Adani Family Trust) Ms. Pushpa V. Adani/Mr. Vasant S. Adani (on behalf Vasant S. Adani Family Trust) Mr. Gautam S. Adani/Ms. Priti G. Adani (on behalf Gautam S. Adani Family Trust) Mr. Mahasukh S. Adani/Ms. Suvarna M. Adani (on behalf Mahasukh S. Adani Family Trust) Ms. Suvarna M. Adani/Mr. Mahasukh S. Adani (on behalf Mahasukh S. Adani Family Trust) Ms. Shilin R. Adani/Mr. Rajesh S. Adani (on behalf Rajesh S. Adani Family Trust) Mr. Vinod S. Adani/Ms. Ranjan V. Adani (on behalf Vinod S. Adani Family Trust) Mr. Gautam S. Adani/Mr. Rajesh S. Adani (on behalf S. B. Adani Family Trust) Mr. Pranav V. Adani (On behalf of Inter Continental (India)) Mr. Pranav V. Adani (On behalf of Advance Investment) Ms. Priti G. Adani (on behalf of Adani Investment) Adani Agro Private Limited Mr. Bhavik B. Shah Mr. Rakesh R. Shah Ms. Surekha B. Shah Ms. Priti R. Shah Mr. Vinod N. Sanghvi Sub Total (A) Institutional Investors Mutual Funds / UTI Banks, Financial Institutions, Insurance Companies Foreign Institutional Investors Sub Total (B) Others Private Corporate Bodies Indian Public NRIs/OCBs Foreign National Shares in Transit Sub Total (C) Total (A+B+C) 1,100,000 500,000 5,000,000 3,200,000 1,074,000 2,900,000 6,800,000 119,577,500 15,822,691 11,980,000 1,844,000 14,513,500 16,000 277,540 16,000 98,000 8,000 184,727,231 3,051,406 3,945 32,633,669 35,689,020 3,894,216 10,123,604 12,004,114 5,000 165,991 26,192,924 246,609,175 0.45 0.20 2.03 1.30 0.44 1.18 2.76 48.49 6.42 4.86 0.75 5.89 0.01 0.11 0.01 0.04 0.00 74.91 1.24 0.00 13.23 14.47 1.58 4.10 4.87 0.00 0.07 10.62 100.00 Number of equity shares held %

There has been no change of management or control of AEL. For details of AEL, Gautam S. Adani and Rajesh S. Adani, please see section titled “Our Promoters” on page 155 and “Our Management” on page 143, of this Draft Red herring Prospectus.

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Financial Performance The summary audited financials of AEL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (including other income) Profit After Tax Earning Per Share (face value Rs. 1 each) (in Rs.) Net asset value per share (in Rs.) March 31, 2008 246.50 13,130.10 116,246.10 3,120.70 11.92 54.27 (In Rs. Million, except share data) For the year ended March 31, 2007 March 31, 2006 246.50 226.20 10,195.30 7,478.10 101,556.60 1,506.90 5.35 42.36 93,392.80 1,183.40 4.89 34.06

AEL has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. Share Price Information The equity shares of Adani Enterprises Limited are listed on BSE and NSE. The monthly high and low of the closing market price of the equity shares of AEL having a face value of Re. 1 each on BSE for the last six months are as follows: Month March 2009 February 2009 January 2009 December 2008 November 2008 October 2008
Source: www.bseindia.com

High (Rs.) 267.65 274.85 358.05 322.35 417.40 491.20

Low (Rs.) 243.25 244.60 283.05 266.40 297.45 295.05

The monthly high and low of the closing market price of the equity shares of AEL having a face value of Re. 1 each on NSE for the last six months are as follows: Month March 2009 February 2009 January 2009 December 2008 November 2008 October 2008
Source: www.nseindia.com

High (Rs.) 267.65 275.50 357.20 322.20 416.60 489.55

Low (Rs.) 243.25 244.70 283.25 266.15 297.15 295.10

The market capitalisation of AEL based on the closing price of Rs. 267.05 per equity share on the BSE as on March 31, 2009 was Rs. 65,856.98 million. The market capitalisation of AEL based on the closing price of Rs. 267.65 per equity share on the NSE as on March 31, 2009 was Rs. 66,004.95 million. The equity shares of AEL were de-listed from the Ahmedabad Stock Exchange w.e.f. December 20, 2007.

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Other details relating to AEL PAN Bank Account Details AABCA2804L Axis Bank Limited “Trishul” Opposite Samarteshwar Temple Law Garden Branch Ellisbridge Ahmedabad 380 006 Phone: (91 79) 6630 6102 Fax: (91 79) 6630 6109 Account Number: 003010200000380 L51100GJ1993PLC019067 ROC Bhavan Opposite Rupal Park Society Near Ankur Bus Stand Naranpura Ahmedabad 380 013 Tel: (91 79) 2743 8531 Fax: (91 79) 2743 8371

Registration Number (Company Identification Number) Address of RoC

The Company confirms that the permanent account number, bank account number, company registration number and the address of the Registrar of Companies where AEL is registered shall be submitted to BSE and NSE at the time of filing the Draft Red Herring Prospectus with them. Further, AEL has confirmed that it has not been detained as wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by it in the past or are pending against it, except as disclosed in the section titled “Outstanding Litigation and Material Developments” on page 339 of this Draft Red Herring Prospectus. Details of past public/ rights issues The initial public offering of equity shares of AEL having a face value of Rs. 10 each took place in November 1994. A total of 1,261,900 equity shares were issued as part of the initial public offering and the issue price was Rs. 150 per equity share. The objects of the issue were as follows: • • • To augment the long term working capital requirements; To get the equity shares listed on the stock exchanges; and To meet the expenses of the issue.

AEL has utilized the net proceeds arising out of the Issue for the stated objects. Mechanism for redressal of investor grievance The Board of Directors of AEL has constituted a shareholder/investor grievance committee to deal with various matters relating to redressal of investors grievances. AEL has also entered into an agreement with the Pinnacle Shares Registry Private Limited to handle all investor grievances under the overall supervision of the investor grievance committee of AEL. Investor grievances are usually resolved within an average period of 15 days from the date of its receipt. As at March 31, 2009, AEL has no outstanding complaints from the shareholders regarding change of address, non receipt of dividend warrants, non receipts of balance sheet, etc Interests of Promoters and Common Pursuits The aforementioned Promoters of our Company are interested to the extent of their shareholding in us.

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Further, our Promoters who are also the Directors of our Company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other remuneration, reimbursement of expenses payable to them. Further, our individual Promoters are also directors on the boards of or members of certain Promoter Group entities and they may be deemed to be interested to the extent of the payments made by our Company, if any, to these Promoter Group entities. For further details, please refer to the section titled “Our Promoter Group” on page 160 of this Draft Red Herring Prospectus. For the payments that are made by our Company to certain Promoter Group entities, please refer to the section titled “Related Party Transactions” on page 229 of this Draft Red Herring Prospectus. Except as stated otherwise in this Draft Red Herring Prospectus, the Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Prospectus in which the Promoters are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company other than in the normal course of business. Further, except as disclosed in the sections titled “Our Promoter Group” on page 160 of this Draft Red Herring Prospectus, our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by us. Payment of benefits to our Promoters Except as stated in the section titled “Related Party Transactions” on page 229 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters during the two years prior to the filing of this Prospectus. Confirmations Further, none of our Promoters has been declared as a wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by the Promoters in the past or are pending against them except as disclosed in section titled “Outstanding Litigation and Material Developments” beginning on page 339 of this Draft Red Herring Prospectus. Companies with which the Promoters have disassociated in the last three years AEL has disassociated from Advantage Retail Limited as it was sold off to Reliance Retail Limited.

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OUR PROMOTER GROUP Apart from our Promoters, the following companies and individuals constitute our Promoter Group: Relatives of Promoters The natural persons who are part of our Promoter Group (due to their relationship with our Promoters), other than the Promoters named above are as follows: Name of the Person Ms. Priti G. Adani Ms. Shilin R. Adani Mr. Shantilal B. Adani Ms. Shantaben S. Adani Mr. Mahasukh S. Adani Mr. Vasant S. Adani Mr. Vinod S. Adani Ms. Surekha Shah Ms. Priti Shah Ms. Sharmishta Sanghavi Mr. Karan G. Adani Mr. Jeet G. Adani Mr. Sagar R. Adani Ms. Rahi R. Adani Ms. Vanshi R. Adani Relationship Wife of Mr. Gautam S. Adani Wife of Mr. Rajesh S. Adani Father of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Mother of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Brother of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Brother of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Brother of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Sister of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Sister of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Sister of Mr. Gautam S. Adani and Mr. Rajesh S. Adani Son of Mr. Gautam S. Adani Son of Mr. Gautam S. Adani Son of Mr. Rajesh S. Adani Daughter of Mr. Rajesh S. Adani Daughter of Mr. Rajesh S. Adani

Entities forming part of the Promoters Group Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. Name of the company Aaloka Real Estate Private Limited Adani Agri Fresh Limited Adani Agri Logistics Limited Adani Agro Private Limited Adani Developers Private Limited Adani Energy Limited Adani Estate Private Limited Adani Global FZE Adani Global Limited Adani Global PTE Limited Adani Infrastructure and Developers Private Limited Adani Infrastructure Services Private Limited Adani Land Developers Private Limited Adani Landscapes Private Limited Adani Logistics Limited Adani Mining Private Limited Adani Mundra SEZ Infrastructure Private Limited Adani Petronet (Dahej) Port Private Limited Adani Properties Private Limited Adani Retail Private Limited Adani Shipping PTE Limited Adani Shipyard Private Limited Adani Virginia, Inc. Adani Welspun Exploration Limited Adani Wilmar Limited Assets Trade & Investments Private Limited B2B India Private Limited Belvedere Golf And Country Club Private Limited Chemoil Adani Private Limited

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Sr. No. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. Sr. No. 1. 2. 3. 4. Sr. No. 1. 2. 3. 4. 5. 6. Sr. No. 1. 2. 3. 4. 5.

Name of the company Chemoil Adani PTE Limited Columbia Chrome (India) Private Limited Concord Trade and Investment Private Limited Inland Conware (Ludhiana) Private Limited Inland Conware Private Limited Jade Agri Land Private Limited Jade Agricultural Company Private Limited Jade Food & Properties Private Limited Karnavati Aviation Private Limited Lushgreen Landscapes Private Limited Miraj Impex Private Limited MPSEZ Utilities Private Limited Mundra Port and Special Economic Zone Limited Mundra SEZ Textile and Apparel Park Limited Natural Growers Private Limited Panchdhara Agro Farms Private Limited Parsa Kante Collieries Limited Pride Trade and Investment Private Limited PT Adani Global PT Kapuas Coal Mining Radiant Trade and Investment Private Limited Rajasthan SEZ Private Limited Rajendra Agri Trade Private Limited Rohit Agri Trade Private Limited Shantigram Estate Management Private Limited Shantigram Utility Services Private Limited Shantikrupa Estates Private Limited Shantikrupa Services Private Limited Shantikrupa Infrastructure Private Limited Sunanda Agri Trade Private Limited Swayam Realtors and Traders Private Limited Trident Trade and Investment Private Limited Ventura Power Investment Private Limited Ventura Trade and Investment Private Limited Vishakha Polyfab Private Limited Name of the Partnership/Sole Proprietorship Firm Adani Exports Adani Textiles Industries Ezy Global Shanti Builders Name of the Trust Gautambhai S. Adani Family Trust Mahasukh S. Adani Family Trust Rajeshbhai S. Adani Family Trust Shantilal Bhudarmal Adani Family Trust Vasant S. Adani Family Trust Vinod S. Adani Family Trust Name of the HUF Gautambhai S. Adani HUF Mahasukh S. Adani HUF Rajeshbhai S. Adani HUF Vasant S. Adani HUF Vinod S. Adani HUF

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1.

Aaloka Real Estate Private Limited

Corporate Information Aaloka Real Estate Private Limited (“AREPL”) was incorporated under the Companies Act on July 20, 1999. The business of AREPL is to erect, construct houses, pull down, rebuild, enlarge, alter and improve houses, building of works of all kinds on any land or property and for roads, street, squares, gardens and other convenience. Registered Office The registered office of AREPL is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors 1. 2. 3. Mr. Pranav V. Adani Mr. Devang Desai Mr. Juvenil Jani

Shareholding Pattern The shareholding pattern of AREPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited (AIDPL) Total Number of equity shares held (Rs. 100 per share) 5,000 5,000 Percentage 100.00 100.00

Financial Performance The summary audited financials of AREPL for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March For the year ended For the year ended 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 0.10 0.10 0.10 Reserves (excluding (1.98) (0.54) (0.47) revaluation reserves) and surplus Income 5.53 0.00 0.00 Profit/(Loss) After Tax (1.44) (0.07) (0.11) Earning Per Share (face value (1,444.37) (72.06) (135.12) Rs. 10) Net asset value per share* (1,881.29) (437.26) (365.53)
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AREPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 2. Adani Agri Fresh Limited

Corporate Information Adani Agri Fresh Limited (“AAFL”) was incorporated under the Companies Act on December 14, 2004. AAFL is engaged in the business of establishing, constructing, building, equipping, owning and

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maintaining and to carry on the business as keepers of cold storages, strong chambers, ice plants, godowns, warehouse, refrigerators, freezing house and room coolers etc. Registered Office The registered office of AAFL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009, Gujarat. Board of Directors The board of directors of AAFL comprises of: 1. 2. 3. Mr. Pranav V. Adani Mr. Atul Chaturvedi Mr. Sameer Vora

Shareholding Pattern The shareholding pattern of AAFL as of March 31, 2009 is as follows: Sr. No. 1.
*

Name of the shareholder Adani Enterprises Limited* Total

Number of equity shares held 45,610,000 45,610,000

Percentage 100.00 100.00

This includes 60 equity shares of AAFL held by the nominees of AEL.

Financial Performance The summary audited financials of AAFL for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 456.10 456.10 315.60 Reserves (excluding revaluation reserves) and (3.12) (98.12) (3.14) surplus Income 264.00 0.00 0.00 Profit/ (Loss) After Tax (175.60) 0.00 0.00 Earning Per Share (face value Rs. 10) (3.85) 0.00 0.00 Net Asset Value per share (in Rs.)* 7.85 9.93 9.90
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AAFL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 3. Adani Agri Logistics Limited

Corporate Information Adani Agri Logistics Limited (“AALL”) was incorporated under the Companies Act on January 25, 2005 as Adani Logistics Limited. Its name was subsequently changed to Adani Agri Logistics Limited on June 28, 2005. AALL is a subsidiary of Adani Enterprises Limited. AALL is engaged in the business of transportation. Registered Office The registered office of AALL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009, Gujarat.

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Board of Directors The board of directors of AALL comprises of: 1. 2. 3. Mr. Pranav V. Adani; Mr. Atul Chaturvedi; and Mr. Yogendra Sharma.

Shareholding Pattern The shareholding pattern of AALL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Enterprises Limited Total Number of equity shares held 99,828,000* 99,828,000 Percentage 100.00 100.00

* This includes 25,250 equity shares of AALL held by nominees of Adani Enterprises Limited.

Financial Performance The summary audited financials of AALL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share* (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 922.64 534.54 115.23 (183.32) (53.86) (74.07) 0.00 0.00 0.00 7.40 0.00 0.00 0.00 4.82 0.00 0.00 0.00 0.41

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AALL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 4. Adani Agro Private Limited

Corporate Information Adani Agro Private Limited (“AAPL”) was incorporated under the Companies Act as Adani Agro Limited on February 14, 1995. It was subsequently converted into a private limited company and consequently the name of the company has been changed from Adani Agro Limited to Adani Agro Private Limited. AAPL is engaged in the business as agriculturists, dry farming, floriculture, tissue culture, floriculture, horticulturists, farms, planters, gardeners, vegetable growers, cultivators, fillers, nurserymen, husbandmen and producers of all varieties and kind of agricultural products, vegetable, seeds to grow vegetable plants, etc. Registered Office The registered office of AAPL is located at 8th Floor, Shikhar, near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009.

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Board of Directors The board of directors of AAPL comprises of: 1. 2. Mr. Samir Vora Mr. Shyamal Joshi

Shareholding Pattern The shareholding pattern of AAPL on March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Name of the shareholder SBAFT (Priti G Adani) SBAFT (Shilin R Adani) SBAFT (Vinod S Adani) SBAFT (Ranjan Vinod Adani) SBAFT (Pranav Adani) Adani Investment (Priti G. Adani) Adani Investment (Shilin R. Adani) Adani Investment (Vinod S. Adani) Adani Investment (Ranjan V. Adani) Others Total Number of equity Shares held 2,042,798 42,798 42,798 42,798 42,800 1,000,000 1,000,000 500,000 500,000 8 5,214,000 Percentage 39.18 00.82 00.82 00.82 00.82 19.18 19.18 9.59 9.59 0.00 100.00

Financial Performance The summary audited financials of AAPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation Reserves) and surplus Income including other income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10)* (in Rs.) Net asset value per share (in Rs.)** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 52.14 52.14 52.14 875.32 710.74 499.74 218.59 164.55 31.56 177.88 1,478.45 210.97 40.46 146.31 1,857.48 (107.13) (20.55) 105.85

*Annualised. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AAPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 5. Adani Developers Private Limited

Corporate Information Adani Developers Private Limited (“ADPL”) was incorporated under the Companies Act on May 13, 2005 as Adani Realty Private Limited. Its name was subsequently changed to Adani Developers Private Limited on February 10, 2006. ADPL is engaged in the business of developing real estate. Registered Office The registered office of ADPL is located at Adani House, near Mithakhali Circle, Navrangpura,

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Ahmedabad 380 009. Board of Directors The board of directors of ADPL comprises of: 1. 2. 3. Mr. Samir Vora Mr. Tarwinder Singh Mr. Devang Desai

Shareholding Pattern The shareholding pattern of ADPL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Infrastructure and Developers Private Limited* Mayfair Housing Private Limited Total Number of equity shares held 855,000 45,000 900,000 Percentage 95.00 5.00 100.00

*This includes 5,000 equity shares of ADPL held by nominees of Adani Infrastructure and Developers Private Limited

Financial Performance The summary audited financials of ADPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit (Loss) After Tax Earning Per Share (face value Rs. 10)* Net asset value per share ** (In Rs. million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 9.00 0.50 0.10 (2.38) (1.63) (0.28) 0.00 (0.76) (3.38) 7.35 0.00 (1.35) (133.35) (2.25) 0.00 (0.28) (27.80) (17.80)

* Basic and diluted. *NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

ADPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding. 6. Adani Energy Limited

Corporate Information Adani Energy Limited (“Adani Energy”) was incorporated under the Companies Act as Gujarat Adani Energy Limited on October 31, 2001. Its name was subsequently changed to Adani Energy (Gujarat) Limited on November 8, 2005 and to Adani Energy Limited on March 7, 2006. Adani Energy is a subsidiary of Adani Habitats Private Limited. Adani Energy is engaged in the business of production, supply, transportation and distribution of all forms of conventional and non conventional energy. Registered Office The registered office of Adani Energy is located at is located at Adani House, near Mithakhali Circle, Navrangpura, Ahmedabad 380 009.

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Board of Directors The board of directors of Adani Energy comprises of: 1. 2. 3. 4. Mr. Gautam S. Adani Mr. Rajeev Sharma Mr. Rajesh S. Adani Mr. Vijay Ranchan

Shareholding Pattern The shareholding pattern of Adani Energy on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Enterprises Limited Total Number of equity shares held 163,139,200 163,139,200 Percentage 100.00 100.00

* This includes 600 equity shares of Adani Energy held by nominees of Adani Enterprises Limited

Financial Performance The summary audited financials of Adani Energy for the last three fiscal years are as follows: Particulars Equity Capital Reserves and surplus (excluding revaluation reserves) Income Profit / (Loss) After Tax Earning Per Share (face value Rs. 10)* Net asset value per share ** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 1,631.39 1,631.39 900.0 277.52 (29.91) (48.54) 2,531.87 175.09 1.07 11.70 1,774.76 95.57 0.86 9.82 790.61 17.42 0.38 9.46

* Annualised and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account. .

Adani Energy is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 7. Adani Estates Private Limited

Corporate Information Adani Estates Private Limited (“AEPL”) was incorporated under the Companies Act on October 20, 2005 as Adani Realty (Mumbai) Private Limited. Its name was subsequently changed to Adani Townships & Real Estate Company (Mumbai) Private Limited on March 6, 2006. Its name was subsequently changed to Adani Estate Private Limited on August 23, 2006. AEPL is engaged in the business of developing real estate Registered Office Its registered office is located at Adani House, near Mithakhali Circle, Navrangpura, Ahmedabad 380 009.

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Board of Directors The board of directors of AEPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Bhavik B. Shah Mr. Shyamal Joshi

Shareholding Pattern The shareholding pattern of AEPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes 100 equity shares of AEPL held by nominees of Adani Infrastructure and Developers Private Limited

Financial Performance The summary audited financials of AEPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10)* Net asset value per share** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 0.50 0.50 0.10 2.07 1.70 1.21 134.22 0.37 7.48 51.40 118.34 0.49 48.40 43.92 3.23 1.21 120.68 130.68

* Basic and diluted **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AEPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 8. Adani Global FZE

Corporate Information Adani Global FZE (“AG FZE”) was incorporated in pursuant to Law No. 9 of 1992 of H.H. Sheikh Maktoum Bin Rashid Al Maktoum, Ruler of Dubai and Implementing Regulations issued thereunder by the Jebel Ali Free Zone Authority and Registered in the FZE Register on November 22, 1997. The objects for which the company is established is general trading. Registered Office The registered office of AG FZE is located at 4th Floor, Standard Chartered Bank Building, next to Ramada Hotel, Bur Dubai, Dubai, U.A.E.

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Board of Directors The board of directors of AG FZE comprises of: 1. 2. Mr. Vinod S. Shah Mr. Rakesh Shah

Shareholding Pattern The shareholding pattern of AG FZE on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Global Limited, Mauritius Total Number of equity shares held (AED* 1,000,000 Per Shares) 18 18 Percentage 100,00 100.00

* AED – United Arab Emirates Dirhams

Financial Performance The summary audited financials of AG FZE for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/(Loss) After Tax Earning Per Share (face value AED* 1,000,000) ** Net asset value per share *** For the period from April 1, 2007 to March 31, 2008 195.90 958.40 17,237.00 176.20 9,790,710.00 64,127,777.78 (In Rs. Million, except share data) For the period from For the period from January 1, 2006 to January 1, 2005 to March 31, 2007 December 31, 2005 230.20 230.20 844.80 734.00 15,905.90 146.60 6,513,459.51 59,722,222.22 13,289.60 147.90 8,218,193.18 53,566,666.67

*AED – United Arab Emirates Dirhams **Annualised ***NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

9.

Adani Global Limited

Corporate Information Adani Global Limited (“AGL”) was incorporated in Republic of Mauritius on January 22, 1997. The objects for which the company is established are to engage in any offshore business or businesses whatsoever, which are not prohibited under laws for the time being in force in the Republic of Mauritius and to do all such other things as are incidental to, or the company may think conducive to the conduct, promotion or attainment of the objects of the company. Registered Office The registered office of AGL is located at C/o Trustlink International Limited, Suite 501, St. James Court, St. Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of AGL comprises of: 1. Mr. Vinod S. Shah

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2. 3. 4.

Mr. Samir Vora Mr. Giandeo Reemul Mr. Theyvarajen Ponumbalum

Shareholding Pattern The shareholding pattern of AGL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Enterprises Limited, Mauritius Total Number of equity shares held (US$ 100 Per Shares) 64,000 64,000 Percentage 100,00 100.00

Financial Performance The summary audited financials of AGL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/(Loss) After Tax Earning Per Share* Net asset value per share ** (In Rs. Million, except share data) For the year from For the period from For the period from April 1, 2007 to January 1, 2006 to January 1, 2005 to March 31, 2008 March 31, 2007 December 31, 2005 255.8 308.90 308.90 5.90 14.70 (11.60) 4.00 3.40 53.49 4,226.56 4.40 3.00 37.77 4,645.31 4.30 4.00 62.42 4,918.75

* Annualised. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

10.

Adani Global PTE Limited

Corporate Information Adani Global PTE Limited (“AGPL”) was incorporated in Republic of Singapore on April 8, 2000. AGPL is engaged in the business of importers and exporters, commission agents and manufacturers’ representative and to carry on business as stevedores, merchants, carriers by land, water and air, freight contractors, managers of shipping property, ship owners, aircraft owners, warehousemen, wharfingers, etc. Registered Office The registered office of AGPL is located at 3, Shenton Way, # 09-09 A Shenton House, Singapore 068 805. Board of Directors The board of directors of AGPL comprises of: 1. 2. Mr. Vinod S. Shah Mr. Atul Chaturvedi

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Shareholding Pattern The shareholding pattern of AGPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Global Limited, Mauritius Total Number of equity shares held (SG$ 1 Per Shares) 43,117,530 43,117,530 Percentage 100,00 100.00

Financial Performance The summary audited financials of AGPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share* Net asset value per share ** (In Rs. Million, except share data) For the period from For the period from For the period from April 1, 2007 to January 1, 2006 to January 1, 2005 to March 31, 2008 March 31, 2007 December 31, 2005 1,103.20 240.70 240.70 266.10 132.20 68.10 60,025.40 125.00 2.90 31.76 54,570.50 46.40 4.19 42.14 30,324.10 29.30 3.31 34.89

*Annualised. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

11.

Adani Infrastructure and Developers Private Limited

Corporate Information Adani Infrastructure and Developers Private Limited (“AIDPL”) was incorporated under the Companies Act on July 12, 2006. AIDPL is engaged in the business of development of real estate. Registered Office Its registered office is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of AIDPL comprises of: 1. 2. 3. Mr. Devang Desai Mr. Bhavik B. Shah Mr. Pranav V. Adani

Shareholding Pattern The shareholding pattern of AIDPL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Enterprises Limited* Suryarath Tradelink Private Limited Total Number of equity shares held 50,000 2,632 52,632 Percentage 95.00 5.00 100.00

* This includes 5,000 equity shares of AIDPL held by nominees of Adani Enterprises Limited.

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Financial Performance The summary audited financials of AIDPL for the last two fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10)* Net asset value per share ** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 0.50 0.50 16.79 0.56 1,619.57 16.22 324.46 345.73 299.99 0.56 55.48 21.26

*Basic and diluted. *NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AIDPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 12. Adani Infrastructure Services Private Limited

Corporate Information Adani Infrastructure Services Private Limited (“AISPL”) was incorporated under the Companies Act on October 27, 1999 as Adani Infrastructure Services Limited. It was converted into private limited company and the name was changed to Adani Infrastructure Services Private Limited on March 7, 2006. APIPL is engaged in the business of developing, maintaining and operating infrastructure facilities and making investments in such enterprises. Registered Office The registered office of AISPL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of AISPL comprises of: 1 2 Mr. Shyamal Joshi Mr. Bhavik B. Shah

Shareholding Pattern The shareholding pattern of AISPL as of March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. 5. Name of the shareholder SBAFT (representing the beneficial interest of Shilin R. Adani) SBAFT (representing the beneficial interest of Gautam S. Adani /Rajesh S. Adani) SBAFT (representing the beneficial interest of Vinod S. Adani) SBAFT (representing the beneficial interest of Ranjan Vinod Adani) SBAFT (representing the beneficial interest of Priti G. Adani) Number of equity shares held 44,859,402 48,100,264 13,597,402 13,549,402 101,000 Percentage 37.32 40.01 11.31 11.27 0.08

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Sr. No. 1. 6. 7.

Name of the shareholder SBAFT (representing the beneficial interest of Shilin R. Adani) SBAFT (representing the beneficial interest of Pranav V. Adani) SBAFT (representing the beneficial interest of Namrata P. Adani) Total

Number of equity shares held 44,859,402 1,500 1,000 120,209,970

Percentage 37.32 0.00 0.00 100.00

Financial Performance The summary audited financials of AISPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10)* Net Asset value per share** (In Rs. Million, except share data) For the year ended March 31, March 31, March 31, 2008 2007 2006 1,202.10 1,202.10 1,202.10 5,062.95 5,062.58 4,776.05 0.65 (103.28) (0.86) 52.12 311.29 286.12 2.38 52.11 1.02 0.53 0.00 49.73

* Computed on the basis of earnings including extraordinary items **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AISPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 13. Adani Land Developers Private Limited

Corporate Information Adani Land Developers Private Limited (“ALDPL”) was incorporated under the Companies Act, 1956 on September 7, 2006. ALDPL is engaged in the business of developing real estate. Registered Office Its registered office is located at 8th Floor, Shikhar, near Adani House, Mithakhali Circle, Navrangpura, Ahmedabad 380009. Board of Directors The board of directors of ALDPL comprises of: 1. 2. 3. Mr. Devang Desai Mr. Tarwinder Singh Mr. Shyamal S. Joshi

Shareholding Pattern The shareholding pattern of ALDPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Number of equity shares held 50,000 Percentage 100.00

173

Sr. No. Total

Name of the shareholder

Number of equity shares held 50,000

Percentage 100.00

*This includes 5,000 equity shares of ALDPL held by nominees of Adani Infrastructure and Developers Private Limited.

Financial Performance The summary audited financials of ALDPL for the last two fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 March 31, 2007 Equity Capital 0.50 0.50 Reserves (excluding revaluation reserves) (0.69) (0.03) and surplus Income (Loss) 0.16 0.00 Profit/ (Loss) After Tax (0.67) (0.03) Earning Per Share (face value Rs. 10)* (in (13.33) (2.76) Rs.) Net asset value per share (in Rs.)** (3.89) 9.44
*Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

ALDPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 14. Adani Landscapes Private Limited

Corporate Information Adani Landscapes Private Limited (“Adani Landscapes”) was incorporated under the Companies Act on September 27, 2007. Adani Landscapes is engaged in the business of developing real estate. Registered Office Its registered office is located at Adani House, Mithakhali Circle, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of Adani Landscapes comprises of: 1. 2. 3. Mr. Samir Vora Mr. Devang Desai Mr. Tarwinder Singh

Shareholding Pattern The shareholding pattern of Adani Landscapes as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes six equity shares of Adani Landscapes held by nominees of Adani Infrastructure and Developers Private Limited.

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Financial Performance The summary audited financials of Adani Landscapes for the last fiscal year is as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 Equity Capital 0.50 Reserves (excluding revaluation reserves) and surplus (0.04) Income (Loss) 0.00 Profit/ (Loss) After Tax (0.04) Earning Per Share (face value Rs. 10)* (0.81) Net asset value per share** 9.19
*Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

Adani Landscapes is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 15. Adani Logistics Limited

Corporate Information Adani Logistics Limited (“ALL”) was incorporated under the Companies act on July 28, 2005. ALL is a subsidiary of Mundra Port and Special Economic Zone Limited. ALL is engaged in the business of making arrangements and to establish, develop, handle, own, operate, organise, manage, run, charter, conduct, and to act as transporters including storage, handling and transportation of foodgrain and other agri commodities in bulk, bagged, in containerised form on land, air and water, arranging transportation of goods, passengers, articles on things on all routes and lines on national and international level through all sorts of carriers, store in bulk silos or bulk or baggaged storage in water. Registered Office The registered office of ALL is located at Adani House, Near Mithakali Six Roads, Navrangpura, Ahmedabad 380 009. Board of directors The board of directors of ALL comprises of: 1. 2. 3. 4. 5. Mr. Gautam S. Adani Mr. Ameet H. Desai Mr. Rajeev Ranjan Sinha Mr. Yogendra Sharma Mr. S. K. Tuteja

Shareholding Pattern The shareholding pattern of ALL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Mundra Port and Special Economic Zone Limited Total Number of equity shares held 51,050,000* 51,050,000 Percentage 100 100

* This includes 600 equity shares of ALL held by nominees of MPSEZL.

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Financial Performance The summary audited financials of ALL for the last three fiscal years are as follows: (In Rs. million, except share data) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 510.50 510.50 510.50 Reserves (excluding revaluation (26.45) 0.39 (4.37) reserves) and surplus Income (Loss) 222.92 21.94 0.00 Profit/ (Loss) After Tax (26.84) 0.39 0.00 Earning Per Share (face value (0.36) 0.01 0.00 Rs. 10)* Net asset value per share ** 9.48 10.01 9.91
*Diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

ALL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 16. Adani Mining Private Limited

Corporate Information Adani Mining Private Limited (“AMPL”) was incorporated under the Companies Act on August 31, 2007. AMPL is engaged in the business of carrying on in India or elsewhere in the world the business to prospect for, explore, mine quarry, beneficiate, develop, derive, discover, excavate, dredge for, open, work on mine, win, purchase, crush, polish, smelt, manufacture, process, generate, release, dig, break, blast, grade, manipulate, acquire, operate, organize, commercialize, promote, exercise, turn to account, producer, prepare, remove, undertake, convert, finish, load, unload, handle, transport, buy, sell, import, export, supply or otherwise obtain and to act as agent, broker, intermediary, advisor, stockiest, distributor, consultant, contractors, manager, mine owner, quarry owner, operator, or otherwise to deal in all sorts of coal, ore, minerals, metals, stones etc. Registered Office Its registered office is located at 10th Floor, Shikhar, near Adani House, Mithakhali Circle, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of AMPL comprises of: 1. 2. 3. Mr. Pranav V. Adani Mr. Devang Desai Mr. Mahesh Thaper

Shareholding Pattern The shareholding pattern of AMPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Enterprises Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes 30,000 equity shares of AMPL held by nominees of AEL.

176

Financial Performance The summary audited financials of AMPL for the last fiscal year is as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit /(Loss) After Tax Earning Per Share (face value Rs. 10)* (in Rs.) Net asset value per share (in Rs.)** (In Rs. Million, except share data) For the year ended March 31, 2008 0.5 (0.21) 0.00 0.00 0.00 5.70

*Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AMPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 17. Adani Mundra SEZ Infrastructure Private Limited

Corporate Information Adani Mundra SEZ Infrastructure Private Limited (“AMSPL”) was incorporated under the Companies Act on June 22, 2006 as Adicorp Mundra SEZ Private Limited. Its name was subsequently changed to Adani Mundra SEZ Infrastructure Private Limited on February 2, 2008. AMSPL is a subsidiary of Adani Infrastructure and Development Private Limited. AMSPL is engaged in the business of developing townships, land, roads, residential and business complex and other construction projects at Mundra. Registered Office The registered office of AMSPL is located at Ashima House, Kavi Nanalal Marg, B/h M. J. Library, Ellisbridge, Ahmedabad 380 006. Board of Directors The board of directors of AMSPL comprises of: 1. 2. 3. Mr. Samir Vora Mr. Devang Desai Mr. Tarwinder Singh

Shareholding Pattern The shareholding pattern of AMSPL as of March 31, 2009 as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited Total Number of equity shares held 50,000* 50,000 Percentage 100.00 100.00

*This includes 6 equity shares of AMSPL held by nominees of Adani Infrastructure and Developers Private Limited.

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Financial Performance The summary audited financials of AMSPL for the last two fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share * (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 0.50 0.20 1.09 0.34 23.20 0.75 34.46 31.88 32.51 0.34 22.11 27.15

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AMSPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 18. Adani Petronet (Dahej) Port Private Limited

Corporate Information Adani Petronet (Dahej) Port Private Limited (“APPPL”) was incorporated under the Companies Act on January 28, 2003. APPPL is engaged in promoting, financing, establishing and upgrading the port at Dahej for all types of cargo (excluding liquefied natural gas). Registered Office Its registered office is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of APPPL comprises of: 1. 2. 3. 4. Mr. Gautam S. Adani Mr. Rajeeva Ranjan Sinha Mr. P. Dasgupta Mr. A. Sengupta

Shareholding Pattern The shareholding pattern of APPPL as of March 31, 2009 as follows: Sr. No. 1. 2 Name of the shareholder MPSEZL Petronet LNG Limited Total Number of equity shares held 32,055,000 32,055,000 64,110,000 Percentage 50.00 50.00 100.00

178

Financial Performance The summary audited financials of APPPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves and surplus (excluding revaluation reserves) Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) * Net asset value per share ** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 423.90 0.20 0.10 0.00 (86.52) (53.92) 0.00 0.00 (9.11) 10.00 0.00 0.00 0.00 (4,316.24) 0.00 0.00 0.00 (5,381.67)

* Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

APPPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 19. Adani Properties Private Limited

Corporate Information Adani Properties Private Limited (“APPL”) was incorporated under the Companies Act on May 25, 1995. APPL is engaged in the business for the purpose of investment to acquire by purchase, lease, exchange, rent, auction, etc. Registered Office The registered office of APPL is located at Shikhar, near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of APPL comprises of: 1. 2. Mr. Samir Vora Mr. Shyamal Joshi

Shareholding Pattern The shareholding pattern of APPL on March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. Name of the shareholder SBAFT (representing the beneficial interest of Priti G. Adani) SBAFT (representing the beneficial interest of Shilin R Adani) SBAFT (representing the beneficial interest of Ranjan Vinod Adani) Others Total Number of equity shares held 398,000 49,995 552,000 5 1,000,000 Percentage 39.80 5.00 55.20 0.00 100.00

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Financial Performance The summary audited financials of APPL for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 10.00 10.00 10.00 Reserves (excluding revaluation 906.19 905.51 907.97 reserves) and surplus Income including other income 7.51 7.47 7.39 Profit/ (Loss) After Tax 0.68 (2.46) (3.35) Earning Per Share (face value Rs. 10) 0.68 (2.46) (3.35) (in Rs.)* Net asset value per share (in Rs.)** 916.19 915.51 917.97
* Computed on the basis of earnings including extraordinary items **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account. Increase in Net Asset Value per share in FY 2006 is a result of the increase in Revaluation Reserves.

APPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 20. Adani Retail Private Limited

Corporate Information Adani Retail Private Limited (“ARPL”) was incorporated under the Companies Act as B2C India Limited on July 7, 2000. Its name was subsequently changed to Adani Retail Limited on October 21, 2005. Pursuant to EGM dated July 10, 2008 Adani Retail Limited was converted into a private limited company and its name was changed to Adani Retail Private Limited on August 14, 2008. ARPL is engaged in the business of operation of retail departmental stores. Registered Office The registered office of ARPL is located at Adani House, near Mithakhali Circle, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of ARPL comprises of: 1. 2. Mr. Shyamal Joshi Mr. Samir Vora

Shareholding Pattern The shareholding pattern of ARPL on March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. 5. 6. 7. Name of the shareholder Adani Agro Private Limited Mr. Gautam S. Adani Mr. Rajesh S. Adani Mr. Pushpa V. Adani Mr. Mahasukh S. Adani Mrs. Shilin R. Adani Mrs. Priti G. Adani Total Number of equity shares held 3,479,000 100 905,250 905,250 100 905,250 905,050 7,100,000 Percentage 49.00 0.00 12.75 12.75 0.00 12.75 12.75 100.00

180

Financial Performance The summary audited financials of ARPL for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 71.00 71.00 71.00 Reserves (excluding revaluation (60.28) (77.26) 165.35 reserves) and surplus Income 101.07 1,665.03 1,475.86 Profit/ (Loss) After Tax (36.30) (192.10) (1.03) Earning Per Share (face value Rs. 10) (5.11) (27.12) (0.15) (in Rs.) Net asset value per share (in Rs.)* 1.51 (0.88) 33.29
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

ARPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 21. Adani Shipping PTE Limited

Corporate Information Adani Shipping PTE Limited (“ASPL”) was incorporated in Republic of Singapore on September 27, 2006. The principal activities for which the company is established are is to carry on the business to own / charter ships and other vessels to transport cargo for Adani Group Companies and others. Registered Office The registered office of ASPL is located at 3, Shenton Way, # 09-09 A Shenton House, Singapore 068 805. Board of Directors The board of directors of ASPL comprises of: 1. 2. 3. Mr. Vinod S. Shah Mr. Pranav Vora Mr. Sunil M. Shah

Shareholding Pattern The shareholding pattern of ASPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Global Limited, Mauritius Total Number of equity shares held (SG$* 1 Per Shares) 1,000 1,000 Percentage 100,00 100.00

*SG$ = Singapore Dollar Financial Performance The summary audited financials of ASPL for the last two fiscal years are as follows: Particulars Equity Capital* (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 0.03 0.03

181

Particulars Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share Net asset value per share**

For the year ended March 31, 2008 March 31, 2007 0.90 (0.80) 0.00 0.90 878.00 926.79 0.00 0.00 0.00 (771.79)

*Equity share capital has been converted from USD to INR at an exchange rate used for the purpose of the balance sheet for the respective fiscal year. **NAV per share is calculated using the formula:(equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

22.

Adani Shipyard Private Limited

Corporate Information Adani Shipyard Private Limited (“Adani Shipyard”) was incorporated under the Companies Act as Mundra Shipyard Private Limited on July 21, 2005. The name of the company was subsequently changed to Adani Shipyard Private Limited on March 31, 2006. ASPL is primarily engaged in the business of shipbuilding, naval and marine architecture and repair, alteration and servicing of ships and other vessels. Registered Office The registered office of Adani Shipyard is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of Adani Shipyard comprises of: 1. 2. Mr. Malay Mahadevia Mr. Rajesh S. Adani

Shareholding Pattern The shareholding pattern of Adani Shipyard as of March 31, 2009 is as follows: Sr. No. 1. 2. 3. Name of the shareholder Mr. Gautam S. Adani Mr. Rajesh S. Adani Mr. Pranav V. Adani Total Number of equity shares held 4,000 3,000 3,000 10,000 Percentage 40.00 30.00 30.00 100.00

Financial Performance The summary audited financials of Adani Shipyard for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) (in Rs.) (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 0.10 0.10 0.10 (0.58) (0.49) (0.05) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

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Particulars Net asset value per share (in Rs.)* March 31, 2008 (47.98)

For the year ended March 31, 2007 March 31, 2006 (39.18) 4.81

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

Adani Shipyard is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 23. Adani Virginia, Inc.

Corporate Information Adani Virginia, Inc. (“AV”) was incorporated in Commonwealth of Virginia on March 17, 2005. AV is engaged in the business of disassembling aging ships and converting them to scrap metal. Registered Office The registered office of AV is located at 12913, Mill Meadow Court, Midlothian, VA 23122. Board of Directors The board of directors of AV comprises of: 1. 2. Mr. Harsh Mishra Mr. Shailesh Vyas

Shareholding Pattern The shareholding pattern of AV on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Global FZE., Dubai Total Number of common shares held (US$ 1 Per Shares) 50 50 Percentage 100.00 100.00

Financial Performance The summary audited financials of AV for the last three fiscal years are as follows: (In Rs. Million, except share data) For the period For the period from For the year ended from April 1, 2008 January 1, 2006 to December 31, 2005 to March 31, 2008 March 31, 2007 Equity Capital 0.00 0.00 0.00 Reserves (excluding revaluation 63.90 44.40 (3.40) reserves) and surplus Income 398.00 454.20 101.10 Profit/ (Loss) After Tax 24.20 49.80 (2.90) Earning Per Share (face value 483,229.00 796,885.00 (57,059.00) US$ 1) Net asset value per share* 1,278,040.02 888,000.00 (68,000.00) Particulars
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

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24.

Adani Welspun Exploration Limited

Corporate Information Adani Welspun Exploration Limited (“AWEL”) was incorporated under the Companies Act on August 5, 2005 as Adani Energy (Haryana) Limited. Its name was subsequently changed to Adani Welspun Exploration Limited on April 13, 2007. AWEL is engaged in the business of manufacturing, producing, to acquire, concessions, licences or orders from any authority for supply, transportation and distributions of all forms of conventional and / or non-conventional types of energy and also to explore, manufacture, refine, treat, reduce, distil, blend, purify and pump, store, hold transport, use, experiment with market, distribute, exchange, supply sell and other wise dispose of, import, export and trade and generally deal in any and all kinds of petroleum and petroleum products, oil gas and other volatile substances etc. Registered Office Its registered office is located at Adani House, near Mithakhali Circle, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of AWEL comprises of: 1. 2. 3. 4. 5. Mr. Gautam S. Adani Mr. Sanjay Gupta Mr. Devang Desai Mr. Balkrishna Goenka Mr. Akhil Jindal

Shareholding Pattern The shareholding pattern of AWEL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Enterprises Limited* Welspun Natural Resources Private Limited Total Number of equity shares held 3,150,000 1,696,150 4,846,150 Percentage 65.00 35.00 100.00

* This includes 50,000 equity shares of AWEL held by nominees of Adani Enterprises Limited. Financial Performance The summary audited financials of AWEL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share * (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 8.46 0.50 0.50 (0.03) (0.03) (0.03) 0.00 0.00 0.00 9.97 0.00 0.00 0.00 9.48 0.00 0.00 0.00 9.48

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

184

AWEL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 25. Adani Wilmar Limited

Corporate Information Adani Wilmar Limited (“AWL”) was incorporated under the Companies Act on January 22, 1999. AWL is engaged in the business of manufacturing and trading of edible oil and vanaspati. Registered Office Its registered office is located at Fortune House, near Navrangpura Railway Station, Ahmedabad 380 009. Board of Directors The board of directors of AWL comprises of: 1. 2. 3. 4. 5. 6. Mr. Gautam S. Adani Mr. Rajesh S. Adani Mr. Pranav. V. Adani Mr. Kuok Khoon Hong Mr. Martua Sitorus Mr. Teo Kim Yong

Shareholding Pattern The shareholding pattern of AWL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Enterprises Limited Wilmar Investments (Mauritius) Limited Total Number of equity shares held 37,702,278 37,702,278 75,404,556 Percentage 50.00 50.00 100.00

* This includes 6,000 equity shares of AWL held by nominees of Adani Enterprises Limited. Financial Performance The summary audited financials of AWL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share * (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 597.18 597.18 597.18 837.71 529.89 486.53 33,929.32 310.85 4.69 24.03 26,417.48 39.44 0.66 18.87 26,804.65 14.23 0.11 18.15

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

AWL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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26.

Assets Trade & Investments Private Limited

Corporate Information Assets Trade & Investments Private Limited (“ATIP”) was incorporated in Republic of Mauritius on June 9, 2008. The object for which the company is established are investment holding company and also any business whatsoever and the company shall have full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius. Registered Office The registered office of ATIP is located at c/o Trustlink International Limited, Suite 501, St. James Court, St. Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of ATIP comprises of: 1. 2. 3. Mr. Vinod Shantilal Shah Mr. Giandeo Reemul Mr. Navind Beeharry

Shareholding Pattern The shareholding pattern of ATIP on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Vinod S. Shah Total Number of equity shares held (US$ 1 Per Shares) 10,000 10,000 Percentage 100.0 100.00

Financial Performance The audited financial statements of the company are not available as it is in the first year of its incorporation. 27. B2B India Private Limited

Corporate Information B2B India Private Limited (“B2B”) was incorporated under the Companies Act as B2B India Limited on July 21, 2000. It was subsequently converted into a private limited company and consequently its name was changed to B2B India Private Limited on June 3, 2002. B2B is engaged in the business of purchase, sale, supply, import, export, distribute and to deal as trader, agent, broker, representative or otherwise to deal in any kind of online product. Registered Office The registered office of B2B is located at Adani House, near Mithakhali Circle, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of B2B comprises of: 1. 2. Mr. Samir Vora Mr. Shyamal Joshi

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Shareholding Pattern The shareholding pattern of B2B on March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. Name of the shareholder Priti G Adani (On behalf of SBAFT) Ranjan Vinod Adani (On behalf of SBAFT) Shilin R Adani (On behalf of SBAFT) Adani Agro Private Limited (Partner of M/s. Advance Investments) Total Number of equity shares held 4,500 2,750 2,749 1 10,000 Percentage 45.00 27.50 27.49 0.01% 100.00

Financial Performance The summary audited financials of B2B for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income including other income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share* March 31, 2008 0.10 (0.03) 0.02 0.01 0.53 6.94 (In Rs. million, except share data) March 31, 2007 March 31, 2006 0.10 0.10 (0.04) (0.04) 0.02 (0.01) (1.23) 5.62 0.00 0.00 0.00 6.05

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

B2B is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 28. Belvedere Golf And Country Club Private Limited

Corporate Information Belvedere Golf And Country Club Private Limited (“BGCCPL”) was incorporated under the Companies Act on December 5, 2008. BGCCPL is engaged in the business of establishing, running, managing, constructing, building, taking on hire or lease, maintaining, organising, promoting, providing, acquiring, buying, selling, converting, developing, erecting or carrying on the business as proprietors of golf club, golf academy, golf driving range, club, club house, etc. Registered Office The registered office of BGCCPL is located at 10th Floor, Shikhar, Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of BGCCPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Juvenil Jani Mr. Sunil Sharma

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Shareholding Pattern The shareholding pattern of BGCCPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Shantigram Limited* Estate Total Financial Performance The financial statements of BGCCPL are not available as it is in the first year of its incorporation. BGCCPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 29. Chemoil Adani Private Limited Management Private Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes six equity shares of BGCCPL held by nominees of Shantigram Estate Management Private Limited

Corporate Information Chemoil Adani Private Limited (“CPL”) was incorporated under the Companies Act on May 27, 2008. CPL is engaged in the business of manufacturers, importers, exporters, buyers, distributors, refiners, blenders, suppliers, sellers, stockists, agents, brokers, sub-brokers, concessionaries, consultants, consignors, job-workers, and/or dealers of storage and distribution facilities for petroleum, petroleum oil, petrochemicals, all petroleum products, chemical/ lube oil, base oil, fuel oil, gas oil, kerosene, fuel forships, bunkeroil, tube oils, etc. Registered Office The registered office of CPL is located at Adani House, Near Mithakhali Circle, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of CPL comprises of: 1. 2. Mr. Pranav. V. Adani Mr. Devang Desai

Shareholding Pattern The shareholding pattern of CPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Chemoil Adani PTE Ltd.* Total Number of equity shares held 1,687,964 1,687,964 Percentage 100.00 100.00

* This includes two equity shares of CPL held by nominees of Chemoil Adani PTE Limited.

Financial Performance The financial statements of CPL are not available as it is in the first year of its incorporation. CPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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30.

Chemoil Adani PTE Limited

Corporate Information Chemoil Adani PTE Limited (“CAPL”) was incorporated in Singapore on March 26, 2008. CAPL is engaged in the business of importing petroleum oil of different grade and viscosity and selling it in bulk. Registered Office The registered office of the CAPL is located at 1 Temasek Avenue #36-01 Millenia Tower, Singapore 039192 Board of Directors The board of directors of CAPL comprises of: 1. 2. 3. 4. Mr. Rakesh Shah Mr. Vinod shah Mr. Vijay Nair Mr. Sanjay Anand

Shareholding Pattern The shareholding pattern of CAPL on March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Chemoil Energy Limited Adani Global Limited, Mauritius Total Number of equity shares held (US$ 1 per share) 5,000,000 5,000,000 10,000,000 Percentage 50.00 50.00 100.00

Financial Performance The financial statements of CAPL are not available as it is in the first year of its incorporation. 31. Columbia Chrome (India) Private Limited

Corporate Information Columbia Chrome (India) Private Limited (“CCIPL”) was incorporated under the Companies Act on March 6, 1995. CCIPL is engaged in the business of developing of carrying on business of engineers, designers, fabricators, manufacturers, repairers, importers, exporters of and dealers in all types of machinery and equipment and in particular hydraulic and pneumatic machinery, equipment, components and accessories including cylinders, pumps, motors, valves and accessories and to provide services an facilities for erection, supervision, training, hard chroming, honing, grinding, machining, welding, reconditioning, and testing machinery and equipment. Registered Office Its registered office is located at Oriental Building, Office No. 2, 1st Floor, 51-57 MG Road, 12/30 Nagindas Master Road, Mumbai 400 051. Board of Directors The board of directors of CCIPL comprises of: 1. 2. 3. Mr. Rajesh S. Adani Mr. Tarwinder Singh Mr. Chetan R. Shah

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4.

Mr. Mayur R. Shah

Shareholding Pattern The shareholding pattern of CCIPL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Estate Private Limited* Marathon Nextgen Reality & Textiles Limited** Total Number of equity shares held 7,812 5,208 13,020 Percentage 60.00 40.00 100.00

* This includes 300 equity shares of CCIPL held by nominees of Adani Estate Private Limited. ** This includes 1,020 equity shares of CCIPL held by nominees of Marathon Nextgen Reality & Textiles Limited.

Financial Performance The summary audited financials of CCIPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share* (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 1.30 1.30 1.30 0.70 0.67 0.72 0.33 0.02 1.73 153.43 0.03 (0.05) (4.00) 151.70 1.39 0.66 50.00 155.39

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

CCIPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 32. Concord Trade and Investment Private Limited

Corporate Information Concord Trade and Investment Private Limited (“Concord”) was incorporated in Republic of Mauritius on February 16, 2009. The main object of business of Concord is to act as an investment holding company and it has full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius. Registered Office The registered office of Concord is located at C/o Trustlink International Limited, Suite 501, St James Court, St Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of Concord comprises of: 1. 2. Mr. Vinod Shantilal Shah; and Mr. Giandeo Reemul

Shareholding Pattern The shareholding pattern of Concord on March 31, 2009 is as follows:

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Sr. No. 1.

Name of the shareholder Vinod S. Shah Total

Number of equity shares held (US$ 1 Per Shares) 10,000 10,000

Percentage of Shareholding 100.00 100.00

Financial Performance The audited financial statements of Concord are not available as it is in the first year of its incorporation. 33. Inland Conware (Ludhiana) Private Limited

Corporate Information Inland Conware (Ludhiana) Private Limited (“ICLPL”) was incorporated under the Companies Act on September 5, 2005. ICLPL is a subsidiary of MPSEZL. ICLPL is engaged in the business of multimodal transport operators, general carrier of international and domestic cargo within India and abroad by all modes. Registered Office Its registered office is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of ICLPL comprises of: 1. 2. 3. Dr. Malay Mahadevia Mr. Ameet H. Desai Mr. Yogendra Sharma

Shareholding Pattern The shareholding pattern of ICLPL as of March 31, 2009 is as follows: Sr. No. 1.
*

Name of the shareholder Inland Conware Private Limited* Total

Number of equity shares held 10,000 10,000

Percentage 100.00 100.00

This includes 200 equity shares of ICLPL held by nominees of ICPL

Financial Performance The summary audited financials of ICLPL for the last three fiscal years 2008, 2007 and 2006 are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share* (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 0.10 0.10 0.10 0.00 0.00 0.00 0.00 0.00 0.00 10.00 0.00 0.00 0.00 10.00 0.00 0.00 0.00 10.00

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

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ICLPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 34. Inland Conware Private Limited

Corporate Information Inland Conware Private Limited (“ICPL”) was incorporated under the Companies Act on July 13, 2005. ICPL is a subsidiary of MPSEZL. ICPL is engaged in the business of multimodal transport operation within India and abroad, establishing and managing Inland Containers Depots and Container Freight Stations, providing warehousing facilities and acting as clearing and forwarding agents. Registered Office Its registered office is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of ICPL comprises of: 1. 2. 3. Mr. Yogendra Sharma Mr. Ameet H. Desai Mr. Rajeeva Ranjan Sinha

Shareholding Pattern The shareholding pattern of ICPL as of March 31, 2009 is as follows: Sr. No. 1.
*

Name of the shareholder MPSEZL* Total

Number of equity shares held 147,040,000 147,040,000

Percentage 100.00 100.00

This includes 3,300 equity shares of ICPL held by nominees of MPSEZL.

Financial Performance The summary audited financials of ICPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) (in Rs.) Net asset value per share (in Rs.)* (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 1,239.60 0.10 0.10 0.00 0.00 0.00 0.00 0.00 0.00 10.00 0.00 0.00 0.00 10.00 0.00 0.00 0.00 10.00

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account. Reserves have not been adjusted for pre-operative expenses of Rs. 74.00 million, Rs. 46.44 million and Rs. 27.49 million for fiscal 2008, fiscal 2007 and fiscal 2006, respectively.

ICPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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35.

Jade Agri Land Private Limited

Corporate Information Jade Agri Land Private Limited (“JALPL”) was incorporated under the Companies Act on August 12, 2008. JALPL is engaged in the business of acquiring, purchasing or taking on lease the agricultural land anywhere in India and to do the business of agriculture, horticulture, floriculture, sericulture and cultivation of all kinds of seeds, fruits including grapes, oranges, apples, mangoes, proprietor of orchards and traders, exporter, dealers, processors, preservers and sellers of the products of such horticulture, floriculture, sericulture, seeds and cultivation, etc. Registered Office Its registered office is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of JALPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Vipinchandra H. Mehta Mr. Shyamal Joshi

Shareholding Pattern The shareholding pattern of JALPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes 6 equity shares of JALPL held by nominees of Adani Infrastructure and Developers Private Limited.

Financial Performance The financial statements of JALPL are not available as it is in the first year of its incorporation. JALPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 36. Jade Agricultural Company Private Limited

Corporate Information Jade Agricultural Company Private Limited (“JACPL”) was incorporated under the Companies Act on August 12, 2008. JACPL is engaged in the business of acquiring, purchasing or taking on lease the agricultural land anywhere in India and to do the business of agriculture, horticulture, floriculture, sericulture and cultivation of all kinds of seeds, fruits including grapes, oranges, apples, mangoes, proprietor of orchards and traders, exporter, dealers, processors, preservers and sellers of the products of such horticulture, floriculture, sericulture, seeds and cultivation, etc.

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Registered Office Its registered office is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of JACPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Vipinchandra H. Mehta Mr. Ravjibhai Patel

Shareholding Pattern The shareholding pattern of JACPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes six equity shares of JACPL held by nominees of Adani Infrastructure and Developers Private Limited.

Financial Performance The financial statements of JACPL are not available as it is in the first year of its incorporation. JACPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 37. Jade Food & Properties Private Limited

Corporate Information Jade Food & Properties Private Limited (“JFPPL”) was incorporated under the Companies Act on August 12, 2008. JFPPL is engaged in the business of acquiring, purchasing or taking on lease the agricultural land anywhere in India and to do the business of agriculture, horticulture, floriculture, sericulture and cultivation of all kinds of seeds, fruits including grapes, oranges, apples, mangoes, proprietor of orchards and traders, exporter, dealers, processors, preservers and sellers of the products of such horticulture, floriculture, sericulture, seeds and cultivation, etc. Registered Office Its registered office is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of JFPPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Ravjibhai Patel Mr. Samir Vora

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Shareholding Pattern The shareholding pattern of JFPPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes six equity shares of JFPPL held by nominees of Adani Infrastructure and Developers Private Limited.

Financial Performance The financial statements of JFPPL are not available as it is in the first year of its incorporation. JFPPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 38. Karnavati Aviation Private Limited

Corporate Information Karnavati Aviation Private Limited (“KAPL”) was incorporated under the Companies Act, 1956 on July 11, 2007 in the name of Gujarat Adani Aviation Private Limited. Subsequently, its name was changed to Karnavati Aviation Private Limited on February 10, 2009. KAPL is engaged in the business of planning, promoting, developing, organizing, operating and carrying on the business of air charter, air taxi and air transport services scheduled and non scheduled, for the carriage of passengers and to import, export, own, buy or sell, let or hire or hire purchase or lease or charter aircrafts, component parts, tools, equipment and to deal in aerial conveyance. Registered Office Its registered office is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of KAPL comprises of: 1. 2. Mr. Satwinder Singh Bhatti Mr. K. Venugopal

Shareholding Pattern The shareholding pattern of KAPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Mundra Port and Special Economic Zone Limited* Total No. of equity shares held 1,000,000 Percentage 100.00 100.00

1,000,000 * This includes 100 equity shares of KAPL held by nominees of Mundra Port and Special Economic Zone Limited.

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Financial Performance The summary audited financials of KAPL for the last fiscal year is as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share* (In Rs. Million, except share data) For the year ended March 31, 2008 10.00 (0.29) 0.00 0.00 0.00 9.71

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

KAPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 39. Lushgreen Landscapes Private Limited

Corporate Information Lushgreen Landscapes Private Limited (“LLPL”) was incorporated under the Companies Act on August 12, 2008. LLPL is engaged in the business of acquiring, purchasing or taking on lease the agricultural land anywhere in India and to do the business of agriculture, horticulture, floriculture, sericulture and cultivation of all kinds of seeds, fruits including grapes, oranges, apples, mangoes, proprietor of orchards and traders, exporter, dealers, processors, preservers and sellers of the products of such horticulture, floriculture, sericulture, seeds and cultivation, etc. Registered Office Its registered office is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of LLPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Vipinchandra H. Mehta Mr. Samir Vora

Shareholding Pattern The shareholding pattern of LLPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes 6 equity shares of LLPL held by nominees of Adani Infrastructure and Developers Private Limited.

Financial Performance The financial statements of LLPL are not available as it is in the first year of its incorporation. LLPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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40.

Miraj Impex Private Limited

Corporate Information Miraj Impex Private Limited (“Miraj”) was incorporated under the Companies Act on April 10, 1997. Miraj is engaged in the business of carrying on the business of manufacturer’s representatives, agents, traders, dealers, exporters, importers, factors, consignees of all kinds, types and sizes of articles, goods, metal, gift articles, merchandise and commodities whether for domestic, commercial, industrial, agricultural and defence purpose / use in India and also to act as export house. Registered Office Its registered office is located at Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of Miraj comprises of: 1. 2. 3. Mr. Samir Vora Mr. Shyamal Joshi Mr. Tarwinder Singh

Shareholding Pattern The shareholding pattern of Miraj as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Enterprises Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes 60 equity shares of Miraj held by nominees of Adani Enterprises Limited. Financial Performance The summary audited financials of Miraj for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) * (in Rs.) Net asset value per share (in Rs.)** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 0.50 0.10 0.10 (13.42) (0.06) (0.06) 0.00 0.00 0.00 (258.46) 0.00 0.00 (0.35) 3.67 0.00 (0.01) (0.88) 3.96

* Computed on the basis of earnings including extraordinary items **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

Miraj is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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41.

MPSEZ Utilities Private Limited

Corporate Information MSPEZ Utilities Private Limited (“MPSEZ Utilities”) was incorporated under the Companies Act, 1956 on July 13, 2007. MPSEZ Utilities is engaged in the business of planning, execution, operating and maintaining and carrying on business of utility services of water supply, waste water management, electrical power distribution, natural gas distribution, telecom services, bus transportation services, transportation infrastructure, rail transportation and other utility services to be provided to incumbents in the procession as well as non-processing area of the SEZ. Registered Office Its registered office is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of MPSEZ Utilities comprises of: 1. 2. Mr. Ameet H. Desai Mr. Malay Mahadevia

Shareholding Pattern The shareholding pattern of MPSEZ Utilities as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder MPSEZL Total No. of equity shares held 10,000 10,000 Percentage 100.00 100.00

* This includes 100 equity shares of MPSEZ Utilities held by nominees of MPSEZL. Financial Performance The summary audited financials of MPSEZ Utilities for the last fiscal year is as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 Equity Capital 0.10 Reserves (excluding revaluation reserves) and surplus (0.02) Income (Loss) 0.00 Profit /(Loss) After Tax 0.00 Earning Per Share (face value Rs. 10)* (in Rs.) 0.00 Net asset value per share (in Rs.)** 8.46
*Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

MPSEZ Utilities is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 42. Mundra Port and Special Economic Zone Limited (“MPSEZL”)

Corporate Information Mundra Port and Special Economic Zone Limited (“MPSEZL”) was incorporated under the Companies Act on May 26, 1996 as Gujarat Adani Port Limited (“GAPL”). Pursuant to an order of the High Court of Gujarat, Adani Port Limited merged with GAPL with effect from April 1, 2003. Further, Mundra Special Economic Zone Limited and Adani Chemicals Limited were merged with GAPL with effect

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from April 1, 2006. Its name was subsequently changed to Mundra Port and Special Economic Zone Limited on July 7, 2006. MPSEZL is engaged in the business of port operation and SEZ development. Registered Office The registered office of MPSEZL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of MPSEZL comprises of: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Mr. Gautam S. Adani Mr. Rajesh S. Adani Mr. Atanu Chakraborty Mr. S. Venkiteswaran Mr. K. N. Venkatasubramanian Mr. Surendra Kumar Tuteja Mr. Arun Duggal Mr. D. T. Joseph Mr. Ameet H. Desai Mr. Rajeev Ranjan Sinha

Shareholding Pattern The shareholding pattern of MPSEZL on December 31, 2008 is as follows: Category of Shareholder Shareholding of Promoter and Promoter Group Indian Individuals/Hindu Undivided Family Central Government/State Governments Bodies Corporate Financial Institutions/Banks Any Other (Specify) Person Acting in Concert Family Trust Sub –Total (A)(1) Foreign Individuals(Non-Resident Individuals/Foreign Individuals) Bodies Corporate Institutions Any Other (Specify) Sub –Total (A)(2) Total of Promoter and Promoter Group (A)=(A)(1)+(A)(2) Public Shareholding Institutions Mutual Funds /UTI Financial Institutions/Banks Central Government/State Governments Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Other (Specify) Sub –Total (B)(1) Non-Institutions Bodies Corporate Total No of Shares 670,226 224,146,540 40,020,530 6,000 264,843,296 60,547,655 60,547,655 325,390,951 1,346,440 7,639,541 802 3,391 21,013,095 30,003,269 4,249,995 % Shareholding 0.17 55.94 9.99 0.00 66.10 15.11 15.11 81.21 0.34 1.91 0.00 0.00 5.24 7.49 1.06

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Category of Shareholder i. Individual shareholders holding nominal share capital up to Rs.1Lakh ii. Individual shareholders holding nominal share capital in excess of Rs.1 Lakh Any Other (Specify) Clearing Member Market Maker Office Bearers Foreign Nationals Non Resident Indians (Repat) Non Resident Indians (Non Repat) Foreign Companies Directors and relatives of directors Trusts Overseas Bodies Corporate Sub -Total (B)(2) Total Public Shareholding B=(B)(1)+(B)(2) TOTAL (A) +(B) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C) Financial Performance

Total No of Shares 13,899,567 5,837,544 371,300 400,000 300,528 83,327 19,918,981 219,930 3,413 15 45,284,600 75,287,869 400,678,820 400,678,820

% Shareholding 3.47 1.46 0.09 0.10 0.08 0.02 4.97 0.05 0.00 0.00 11.30 18.79 100.00 100.00

The summary audited financials of MPSEZL for the last three fiscal years are as follows: Particulars Equity Capital* Reserves (excluding revaluation reserves) and surplus Income (including other income) Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share** March 31, 2008 4,006.79 22,090.21 8,461.11 2,134.12 5.49 65.13 (In Rs. Million, except share data) For the year ended March 31, 2007 March 31, 2006 3,604.30 1,802.10 3,772.60 4,155.37 5,961.30 1,874.40 5.20 20.50 4,003.51 672.39 1.87 33.06

* The increase of Rs. 402.80 million in FY 2006 represents the issue of 40,216,410 equity shares of Rs. 10 each fully paid up of Adani Port Limited, as per scheme of amalgamation. This amount appeared as equity share capital surplus account as of March 31, 2005. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

MPSEZL has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. Share Price Information The equity shares of MPSEZL are listed on BSE and NSE. The monthly high and low of the closing market price of the equity shares of MPSEZL having a face value of Rs. 10 each on NSE are as follows. Month March 2009 February 2009 January 2009 December 2008 November 2008 High (Rs.) 326.60 389.60 395.20 325.30 355.35 Low (Rs.) 297.70 334.15 331.25 259.45 257.95

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Month October 2008
Source: www.nseindia.com

High (Rs.) 436.00

Low (Rs.) 340.25

The monthly high and low of the closing market price of the equity shares of MPSEZL having a face value of Rs. 10 each on BSE are as follows: Month March 2009 February 2009 January 2009 December 2008 November 2008 October 2008
Source: www.bseindia.com

High (Rs.) 324.45 387.20 395.10 325.15 357.80 433.80

Low (Rs.) 298.45 333.55 330.60 259.35 257.40 340.15

The market capitalisation of based on the closing price of Rs. 323.30 per equity share on the NSE as on March 31, 2009 was Rs. 129,539.46 million. The market capitalisation of based on the closing price of Rs. 323.20 per equity share on the BSE as on March 31, 2009 was Rs. 129,499.39 million. Details of public/ rights issue The initial public offering of equity shares of MPSEZL having a face value of Rs. 10 each took place in November 2007 (the “IPO”). A total of 40,250,000 equity shares were issued as part of the IPO and the issue price was Rs. 440 per equity share. The objects of the issue were as follows: • • • • • • Construction and development of basic infrastructure and the allied facilities in the proposed SEZ at Mundra; Construction and development of a terminal for coal and other cargo at Mundra Port; Contribution towards investment in Adani Petronet (Dahej) Port Private Limited; Contribution towards investment in Adani Logistics Limited; Contribution towards investment in Inland Conware Private Limited; and General Corporate Purposes

MPSEZL has utilized the net proceeds arising out of the IPO for the stated objects. The details of utilisation of the IPO proceeds for the objects of the issue in the IPO as of December 31, 2008 are given in the table below: (In Rs. Million) Sr. Objects of the issue in the IPO Proposed Funds Utilized as No. Utilization at December 31, 2008 1. SEZ Projects 5,000.00 1,478.90 2. Coal Terminal Project 4,500.00 2,643.10 3. Investment in Adani Petronet (Dahej) Port Private 2,094.60 414.70 Limited(‘APPL’) 4. Investment in Adani Logistics Limited (‘ALL’) 480.00 225.00 5. Investment in Inland Conware Private Limited 1,087.80 364.00 (‘ICPL’) 6. General Corporate Purpose 4,047.60 2,707.70 7. Issue Expenses 500.00 415.50

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Sr. No.

Objects of the issue in the IPO Total

Proposed Utilization 17,710.00*

Funds Utilized as at December 31, 2008 8,248.90

* Total proceeds received from the IPO was Rs. 17,710.00 Million, out of which total funds of Rs. 9461.10 Million remained unutilized as at December 31, 2008.

Mechanism for redressal of investor grievance The Board of Directors of MPSEZL has constituted a shareholder/investor grievance committee to deal with various matters relating to redressal of investors grievances. MPSEZL has also entered into an agreement with the Link Intime India Private Limited (previously known as Intime Spectrum Registry Limited) to handle all investor grievances under the overall supervision of the investor grievance committee of MPSEZL. Investor grievances are usually resolved within an average period of 15 days from the date of its receipt. During the quarter ended March 31, 2009, MPSEZL had 13 outstanding complaints from the shareholders for various reasons including non-receipt of refund order, non credit of shares in the account. 43. Mundra SEZ Textile and Apparel Park Limited

Corporate Information Mundra SEZ Textile and Apparel Park Limited (“MTAP”) was incorporated under the Companies Act on October 25, 2005 in Ahmedabad. The business of the company is to undertake, develop and operate infrastructure projects in textile and other sectors. Registered Office Its registered office is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of MTAP comprises of: 1. 2. 3. 4. 5. Mr. Samir Vora Mr. Bharat C. Vedant Mr. Ravi Raman Mr. Bishwanath Sinha Mr. Rajeev Ranjan Sinha

Shareholding Pattern The shareholding pattern of MTAP as of March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. 5. 6. Name of the shareholder Mundra Port And Special Economic Zone Limited Adani Enterprises Limited Adani Logistics Limited Ashapura Garments Limited Skaps Industries India Private Limited Anjani Udyog Private Limited Total No. of equity Percentage shares held 2,450,000 60.44 352,000 8.68 265,400 6.55 144,700 3.57 517,300 12.76 324,200 8.00 4,053,600 100

* This includes 4,005 equity shares of MTAP held by nominees of MPSEZL.

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Financial Performance The summary audited financials of MTAP for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 30.67 30.67 30.67 Reserves (excluding revaluation reserves) and 98.29 36.68 (0.44) surplus Income 0.00 0.00 0.00 Profit/ (Loss) After Tax 0.00 0.00 0.00 Earning Per Share (face value Rs. 10) 0.00 0.00 0.00 Net asset value per share* 42.04 21.96 9.86
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

MTAP is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 44. Natural Growers Private Limited

Corporate Information Natural Growers Private Limited (“NGPL”) was incorporated under the Companies Act on August 20, 2008. NGPL is engaged in the business of acquiring, purchasing or taking on lease the agricultural land anywhere in India and to do the business of agriculture, horticulture, floriculture, sericulture and cultivation of all kinds of seeds, fruits including grapes, oranges, apples, mangoes, proprietor of orchards and traders, exporter, dealers, processors, preservers and sellers of the products of such horticulture, floriculture, sericulture, seeds and cultivation, etc. Registered Office Its registered office is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of NGPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Ravjibhai Patel Mr. Laxmiprasad Choudhary

Shareholding Pattern The shareholding pattern of NGPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes six equity shares of NGPL held by nominees of Adani Infrastructure and Developers Private Limited.

Financial Performance The financial statements of NGPL are not available as it is in the first year of its incorporation.

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NGPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 45. Panchdhara Agro Farms Private Limited

Corporate Information Panchdhara Agro Farms private Limited (“PAFPL”) was incorporated under the Companies Act on August 18, 1994. PAFPL is engaged in the business of agriculture, horticulture, farmer, planters, gardeners, vegetable growers and cultivators. Registered Office Its registered office is located at 41, Kajal Kiran, opposite Jain Derasar, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of PAFPL comprises of: 1. 2. 3. Mr. Prakash Shah Mr. Rajivbhai Patel Mr. Juvenil Jani

Shareholding Pattern The shareholding pattern of PAFPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Shantigram Estate Management Private Limited (SEMPL) Total Number of equity shares held (Rs.10 per share) 50,000 50,000 Percentage 100.00 100.00

* This includes 50 equity shares of PAFPL held by nominees of SEMPL.

Financial Performance The summary audited financials of PAFPL for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended For the year ended For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Equity Capital 0.10 0.10 0.10 Reserves (excluding revaluation (0.20) (0.11) (0.15) reserves) and surplus Income 0.00 0.23 0.08 Profit/(Loss) After Tax 0.08 0.04 (0.03) Earning Per Share (face value Rs. (8.23) 3.81 (3.35) 10) (in Rs.) Net asset value per share (in Rs.)* (9.73) (1.50) (5.31)
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

PAFPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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46.

Parsa Kante Collieries Limited

Corporate Information Parsa Kante Collieries Limited (“PKCL”) was incorporated under the Companies Act on October 16, 2007. PKCL is engaged in the business of developing and operating the coal mines, coal blocks in Sargaja district for the exclusive use of Rajasthan Rajya Vidyut Utpadan Nigam Limited (“RRVUNL”) and also benefication transportation and delivers of coal to RRVUNL for its generation stations etc. Registered Office Its registered office is located at Plot No. 25, Yudhisthar Marg, “C” Scheme, Jaipur 302 001. Board of Directors The board of directors of PKCL comprises of: 1. 2. 3. 4. 5. 6. 7. 8. Mr. Rajesh S. Adani Mr. Samir Vora Mr. Praveen Khandelwal Mr. S.K. Calla Mr. Narendra Pal Gangwar Mr. Akhil Arora Mr. Umesh Gupta Mr. G. S. Bhatia

Shareholding Pattern The shareholding pattern of PKCL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Enterprises Limited* RRVUNL Total Number of equity shares held 370,000 130,000 500,000 Percentage 74.00 26.00 100.00

* This includes 6,000 equity shares of PKCL held by nominees of AEL. Financial Performance The summary audited financials of PKCL for the last fiscal year is as follows:
(In Rs. Million, except share data)

Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10)** Net asset value per share *

For the year ended March 31, 2008 5.00 (2.63) 0.00 0.00 0.00 4.73

**Basic and diluted. *NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

PKCL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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47.

Pride Trade and Investment Private Limited

Corporate Information Pride Trade and Investment Private Limited (“Pride”) was incorporated in Republic of Mauritius on August 8, 2007. Pride is engaged in the business of investment holding company and also any other business whatsoever and Pride shall have full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius. Registered Office The registered office of Pride is located at c/o Trustlink International Limited, Suite 501, St James Court, St Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of Pride comprises of: 1. 2. 3. Mr. Vinod Shantilal Shah Mr. Vidya Mungroo Mr. Giandeo Reemul

Shareholding Pattern The shareholding pattern of Pride on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Vinod S. Shah Total Number of equity shares held (US$ 1 Per Shares) 10,000 10,000 Percentage 100.00 100.00

Financial Performance The summary audited financials of Pride for the last fiscal year is as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit/ (Loss) After Tax Earning Per Share (face value USD 1)* Net asset value per share ** (In USD Million, except share data) For the year ended March 31, 2008 0.01 (0.01) 0.00 (0.01) (0.69) 0.31

*Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

48.

PT Adani Global, Indonesia

Corporate Information PT Adani Global Indonesia (“PT Adani”) was incorporated under law and legislation of the Republic of Indonesia on September 3, 2006. PT Adani is engaged in the business of trading, import and export and to attain the aim and objective above, the company may run business activities of export of commodities among others are coal, ore, iron steel, petroleum coke and all the goods which do not belong to contraband goods, import of commodities, among others are granite, marble, natural stone and all the goods which do not belong to contraband goods.

206

Registered Office The registered office of PT Adani is located at Graha Mustika Ratu Lantai 5, JI. Jendral Gatot Subroto Kav 74 – 75, Jakarta Selatan 12870. Board of Directors The board of directors of PT Adani comprises of: 1. 2. 3. Mr. Harsh Mishra Mr. Samir Vora Mr. Y. M. Didi

Shareholding Pattern The shareholding pattern of PT Adani on March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Adani Global Limited, Mauritius Adani Global PTE. Limited, Singapore Total Number of equity shares held (USD 100 Per Shares) 12,500 237,500 250,000 Percentage 5.00 95.00 100.00

Financial Performance The summary audited financials of PT Adani for the last two fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rupiah 925,800)* Net asset value per share ** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 398.80 30.60 5.50 (0.90) 24.60 6.40 25.70 4,043.00 34.30 (0.90) (854.20) 4,291.91

* Rupiah – Indonesian currency **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

49.

PT Kapuas Coal Mining

Corporate Information PT Kapuas Coal Mining (“PTKCM”) was incorporated on December 10, 2008 under the laws of Indonesia. PTKCM is engaged in the business of coal mining in Kabupaten Kapuas, the regent of Kapuas, Indonesia. Registered Office The registered office of PTKCM is located at Graha Mustika Ratu Lantai 5, Jl. Jendral Gatot Subroto Kav 74-75, Jakarta Selatan 12870. Board of Directors The board of directors of PTKCM comprises of: 1. Mr. Rajesh S. Adani

207

2. 3. 4. 5. 6. 7. 8.

Mr. Harsh Mishra Mr. Yoginder Mohan Diddee Mr. Samir Vora Mr. Ganeshan Varadarajan Mr. Jayaraman Udaykumar Mr. Rangga W Binti Mr. Vikram Shankarlal

Shareholding Pattern The shareholding pattern of PTKCM on March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. 5. Name of the shareholder Number of equity shares held (RP* . 1 million per share) 1,740 200 20 20 20 2,000 Percentage 87.00 10.00 1.00 1.00 1.00 100.00

Adani Global Pte. Ltd. Singapore Perusahaan Daerah Panunjung PT Hasta Mundra PT Suar Harapan Bangsa PT Karya Perintis Sejati Total *RP refers to Indonesian Rupiah Financial Performance

The financial statements of PTKCM as are not available as it is in the first year of its incorporation. 50. Radiant Trade and Investment Private Limited

Corporate Information Radiant Trade and Investment Private Limited (“Radiant”) was incorporated in Republic of Mauritius on August 8, 2007. Radiant is engaged in the business of investment holding company and also any other business whatsoever and the company shall have full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius. Registered Office The registered office of Radiant is located at C/o Trustlink International Limited, Suite 501, St James Court, St. Denis Street. Port Louis, Mauritius. Board of Directors The board of directors of Radiant comprises of: 1. 2. 3. Mr. Vinod Shantilal Shah Mr. Vidya Mungroo Mr. Giandeo Reemul

Shareholding Pattern The shareholding pattern of Radiant on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Vinod S. Shah Total Number of equity shares held (US$ 1 Per Shares) 10,000 10,000 Percentage

100.00

208

Financial Performance The summary audited financials of Radiant for the last fiscal is as follows: . (In USD Million, except share data) Particulars For the year ended March 31, 2008 Equity Capital 0.01 Reserves (excluding revaluation reserves) and surplus (0.01) Income (Loss) 0.00 Profit/ (Loss) After Tax (0.01) Earning Per Share (face value USD 1)* (0.68) Net asset value per share** 0.32
*Basic and diluted. **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

51.

Rajasthan SEZ Private Limited

Corporate Information Rajasthan SEZ Private Limited (“RSPL”) was incorporated under the Companies Act on January 24, 2008. RSPL is a subsidiary of MPSEZL. RSPL is engaged in the business to establish and develop special economic zones and industrial estates/parks. Registered Office The registered office of RSPL is located at Adani House, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of RSPL comprises of: 1. 2. Dr. Malay Mahadevia Mr. Ameet H. Desai

Shareholding Pattern The shareholding pattern of RSPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder MPSEZL* Total * This includes 100 equity shares of RSPL held by nominees of MPSEZL. Financial Performance The summary audited financials of RSPL for the last fiscal year is as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10)* Net asset value per share** (In Rs. Million, except share data) For the year ended March 31, 2008 0.10 (0.02) 0.00 0.00 0.00 8.45 Number of equity shares held 10,000 10,000 Percentage 100.00 100.00

*Basic and diluted **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding.

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Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

RSPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 52. Rajendra Agri Trade Private Limited

Corporate Information Rajendra Agri Trade Private Limited (“RATPL”) was incorporated under the Companies Act on July 7, 2006. RATPL is engaged in the business to plant, grow, alleviate, produce, raise, process, store, grind, clean, mix, grade, polish, can, import, export, buy, sell, warehouse and to act as agent, broker, stockist, indentor, consignor, merchant, adatia, farmer, or otherwise to deal with all types of seed, breeders farm house, farmers, horticulturists, floriculturists, tissueculturists, timbergrowers, forestowners and invest into different entities carrying agriculture related businesses. Registered Office The registered office of the RATPL is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of RATPL comprises of: 1. 2. 3. Mr. Samir Vora Mr. Ravjibhai Patel Mr. Juvenil Jani

Shareholding Pattern The shareholding pattern of RATPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure Development Limited* Total Private Number of equity shares held (Rs. 100 per share) 5,000 Percentage 100.00 100.00

5,000 * This includes six equity shares of RATPL held by nominees of Adani Infrastructure Development Private Limited. Financial Performance

The summary audited financials of RATPL for the last three fiscal years are as follows: (In Rs. Million, except share data) Particulars For the year ended March 31, For the year ended March 31, 2008 2007 Equity Capital 0.10 0.10 Reserves (excluding revaluation (0.03) (0.03) reserves) and surplus Income 0.00 0.00 Profit/ (Loss) After Tax 0.00 0.00 Earning Per Share (face value 0.00 0.00 Rs. 10) Net asset value per share* 68.25 72.44
*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

210

RATPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 53. Rohit Agri Trade Private Limited

Corporate Information Rohit Agri Trade Private Limited (“RoATPL”) was incorporated under the Companies Act on July 7, 2006. RoATPL is engaged in the business to plant, grow, alleviate, produce, raise, process, store, grind, clean, mix, grade, polish, can, import, export, buy, sell, warehouse and to act as agent, broker, stockist, indentor, consignor, merchant, adatia, farmer, or otherwise to deal with all types of seed, breeders farm house, farmers, horticulturists, floriculturists, tissue culturists, timber growers, forest owners, invest into different entities carrying agriculture related businesses. Registered Office The registered office of the RoATPL is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of RoATPL comprises of: 1. 2. 3. Mr. Samir Vora Mr. Ravjibhai Patel Mr. Juvenil Jani

Shareholding Pattern The shareholding pattern of RoATPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure Limited* Total Development Private Number of equity shares held (Rs. 100 per share) 5000 5000 Percentage 100.00 100.00

* This includes six equity shares of RoATPL held by nominees of Adani Infrastructure Development Private Limited.

Financial Performance The summary audited financials of RoATPL for the last three fiscal years are as follows: Particulars Equity Capital* Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) (in Rs.) Net asset value per share (in Rs.)* (In Rs. Million, except share data) For the year ended For the year ended March 31, 2008 March 31, 2007 0.10 0.10 (0.03) (0.03) 0.00 0.00 0.00 68.25 0.00 0.00 0.00 72.44

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

RoATPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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54.

Shantigram Estate Management Private Limited

Corporate Information Shantigram Estate Management Private Limited (“SEMPL”) was incorporated under the Companies Act on November 17, 2005 as Adani Realty (Ahmedabad) Private Limited. Its name was subsequently changed to Adani Townships & Real Estate Company Private Limited on January 25, 2006. Its name was subsequently changed to Shantigram Estate Management Private Limited on April 17, 2007. SEMPL is engaged in the business of developing real estate. Registered Office Its registered office is located at Ashima House, Kavi Nanala Marg, B/h. M. J. Library, Ellisbridge, Ahmedabad 380 008. Board of Directors The board of directors of SEMPL comprises of: 1. 2. 3. Mr. Pranav V. Adani Mr. Tarwinder Singh Mr. Devang Desai

Shareholding Pattern The shareholding pattern of SEMPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure and Developers Private Limited* Total Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes 100 equity shares of SEMPL held by nominees of Adani Infrastructure and Developers Private Limited. Financial Performance The summary audited financials of SEMPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) * Net asset value per share** (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 0.50 0.50 0.10 (1.32) (1.23) (0.03) 0.00 (0.09) (1.86) (16.44) 0.00 1.20 (118.87) (14.58) 0.00 0.03 (2.73) 7.27

* Computed on the basis of earnings including extraordinary items **NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

SEMPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

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55.

Shantigram Utility Services Private Limited

Corporate Information Shantigram Utility Services Private Limited (“SUSPL”) was incorporated under the Companies Act on December 5, 2008. SUSPL is engaged in the business of establishing, running, managing, constructing, building, owning, operating, taking on hire, leasing or carrying on the business of public utilities including distribution of power, supply of domestic and commercial gas, water, telecom, transport facility, heat and light, museum art galleries, amusement parks etc. Registered Office The registered office of SUSPL is located at 10th Floor, Shikhar, Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Board of Directors The board of directors of SUSPL comprises of: 1. 2. 3. Mr. Tarwinder Singh Mr. Juvenil Jani Mr. Sunil Sharma

Shareholding Pattern The shareholding pattern of SUSPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Shantigram Limited* Estate Total Financial Performance The financial statements of SUSPL are not available as it is in the first year of its incorporation. SUSPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 56. Shantikrupa Estates Private Limited Management Private Number of equity shares held 50,000 50,000 Percentage 100.00 100.00

* This includes six equity shares of BGCCPL held by nominees of Shantigram Estate Management Private Limited.

Corporate Information Shantikrupa Estates Private Limited (“SEPL”) was incorporated under the Companies Act, on March 30, 2004. SEPL is primarily engaged in the business of real estate development. Registered Office Its registered office is located at 901, Milestone Building, Opp. T. V. Tower, Nr. Drive In Cinema, Thaltej, Ahmedabad 380 054. Board of Directors The board of directors of SEPL comprises of 1. 2. Mr. Vasant S. Adani Ms. Pushpa V. Adani

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3.

Ms. Riddhi V. Adani

Shareholding Pattern The shareholding pattern of SEPL as of March 31, 2009 is as follows: Sr. No. 1. 2. 3. Name of the shareholder Mr. Vasant S. Adani Ms. Pushpa V. Adani Vasant S. Adani Family Trust Total Number of equity shares held 495,000 4,999 1 500,000 Percentage 99.00 0.9998 0.0002 100.00

Financial Performance The summary audited financials of SEPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net Asset value per share * March 31, 2008 5.00 5.29 26.12 0.23 15.00 20.57 (In Rs. Million, except share data) For the year ended March 31, 2007 March 31, 2006 0.10 0.10 5.05 (1.81) 23.34 0.00 6.86 (1.40) 686.50 (140.95) 514.85 (171.18)

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

SEPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 57. Shantikrupa Services Private Limited

Corporate Information Shantikrupa Services Private Limited (“SSPL”) was incorporated under the Companies Act on March 1, 2006. SSPL is engaged in the business of supplying construction equipment either on rent or hirepurchase or otherwise. Registered Office Its registered office is located at 901, Milestone Building, Opp. T. V. Tower, Nr. Drive In Cinema, Thaltej, Ahmedabad 380 054. Board of Directors The board of directors of SSPL comprises of 1. 2. Mr. Vasant S. Adani; and Mr. Bhavik B. Shah.

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Shareholding Pattern The shareholding pattern of SSPL as of March 31, 2009 is as follows: Sr. No. 1. 2. Name of the shareholder Mr. Vasant S. Adani Ms. Pushpa V. Adani Total Number of equity shares held 5,000 5,000 10,000 Percentage 50.00 50.00 100.00

Financial Performance The summary audited financials of SSPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) Net Asset value per share* (In Rs. Million, except share data) For the year ending March 31, 2008 March 31, 2007 March 31, 2006 0.10 0.10 0.10 (0.02) (0.01) 0.00 0.00 0.00 0.00 7.61 0.00 0.00 0.00 9.46 0.00 0.00 0.00 9.68

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

SSPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 58. Shantikrupa Infrastructure Private Limited

Corporate Information Shantikrupa Infrastructure Private Limited (“SIPL”) was incorporated under the Companies Act on October 24, 2008. The business of SIPL is to deal in land and landed estate, immovable property, purchase, sale and investment in land and other ancillary business. Registered Office Its registered office is located at 902, Milestone Building, Opp. T. V. Tower, Nr. Drive In Cinema, Thaltej, Ahmedabad 380 054. Board of Directors The board of directors of SIPL comprises of 1. 2. Mr. Vasant S. Adani; and Ms. Riddhi V. Adani

Shareholding Pattern The shareholding pattern of SIPL as of March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Shantikrupa Estate Private Limited Total Number of equity shares held 671,700 671,700 Percentage 100.00 100.00

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Financial Performance The financial statements of SIPL are not available as it is in the first year of its incorporation. SIPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 59. Sunanda Agri Trade Private Limited

Corporate Information Sunanda Agri Trade Private Limited (“SATPL”) was incorporated under Companies Act on July 7, 2006. SATPL is engaged in the business to plant, grow, alleviate, produce, raise, process, store, grind, clean, mix, grade, polish, can, import, export, buy, sell, warehouse and to act as agent, broker, stockist, indentor, consignor, merchant, adatia, farmer, or otherwise to deal with all types of seed, breeders farm house, farmers, horticulturists, floriculturists, tissue culturists, timber growers, forest owners, invest into different entities carrying agriculture related businesses. Registered Office The registered office of the SATPL is located at 601, 6th Floor, Hallmark Business Plaza, Opposite Guru Nanak Hospital, Government Colony, Bandra (East) Mumbai 400 051. Board of Directors The board of directors of SATPL comprises of: 1. 2. 3. Mr. Ravjibhai Patel Mr. Laxmiprasad Chaudhary Mr. Juvenil Jani

Shareholding Pattern The shareholding pattern of SATPL on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Adani Infrastructure Development Private Limited* Total Number of equity shares held (Rs. 100 per share) 5000 5000 Percentage 100.00 100.00

* This includes six equity shares of SATPL held by nominees of Adani Infrastructure Development Private Limited.

Financial Performance The summary audited financials of SATPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income Profit/ (Loss) After Tax Earning Per Share (face value Rs. 10) (in Rs.) Net asset value per share (in Rs.)* (In Rs. Million, except share data) For the year ended March 31, For the year ended 2008 March 31, 2007 0.10 0.10 (0.03) (0.03) 0.00 0.00 0.00 68.25 0.00 0.00 0.00 72.44

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding.

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Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

SATPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. 60. Swayam Realtors and Traders Private Limited

Corporate Information Swayam Realtors and Traders Private Limited (“SRTPL”) was incorporated under the Companies Act on September 8, 2004. SRTPL is engaged in the business of developing real estate. Registered Office Its registered office is located at Marathon NextGen, Off. Ganpat Rao Kadam Marg, Lower Parel (W), Mumbai 400 013. Board of Directors The board of directors of SRTPL comprises of: 1. 2. 3. 4. Mr. Rajesh S. Adani Mr. Devang Desai Mr. Chetan R. Shah Mr. Mayur R. Shah

Shareholding Pattern The shareholding pattern of SRTPL as of March 31, 2009 is as follows: Sr. No. 1. 2.
*

Name of the shareholder Adani Estate Private Limited* Marathon Nextgen Reality & Textiles Limited** Total

Number of equity shares held 636,121 424,081 1,060,202

Percentage 60.00 40.00 100.00

This includes 300 equity shares of SRTPL held by nominees of Adani Estate Private Limited. ** This includes 200 equity shares of SRTPL held by nominees of Marathon Nextgen Reality & Textiles Limited.

Financial Performance The summary audited financials of SRTPL for the last three fiscal years are as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Profit /(Loss) After Tax Earning Per Share (face value Rs. 10) Net asset value per share (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 10.60 0.50 0.50 (0.48) (0.07) (0.07) (0.40) (0.72) 9.55 0.00 (0.03) 8.56 0.07 (1.41) 8.59

SRTPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up.

217

61.

Trident Trade and Investment Private Limited

Corporate Information Trident Trade and Investment Private Limited (“Trident”) was incorporated in Republic of Mauritius on August 8, 2007. The object for which the company is established are investment holding company and also any business whatsoever and the company shall have full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius. Registered Office The registered office of Trident is located at C/o Trustlink International Limited, Suite 501, St James Court, St Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of Trident comprises of: 1. 2. 3. Mr. Vinod Shantilal Shah Mr. Vidya Mungroo Mr. Giandeo Reemul

Shareholding Pattern The shareholding pattern of Trident on March 31, 2009 is as follows: Sr. No. 2. 3. Name of the shareholder Vinod S. Shah Adani Investment Total Number of equity shares held (US$ 1 Per Shares) 10,000 600 10,600 Percentage of Shareholding 94.34 5.66 100.00

Financial Performance The summary audited financials of Trident for the last fiscal year is as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit/ (Loss) After Tax Earning Per Share (face value USD 1) Net asset value per share* (In USD Million, except share data) For the year ended March 31, 2008 0.01 (0.01) 1.24 (0.01) (0.57) 0.43

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

62.

Ventura Power Investment Private Limited

Corporate Information Ventura Power Investment Private Limited (“Ventura Power”) was incorporated in the Republic of Mauritius on June 9, 2008 as Lingo (Mauritius) Private Limited. The name of the company was subsequently changed to Ventura Power Investment Private Limited through a shareholder’s resolution dated April 16, 2009. The approval regarding change of name is currently pending with the relevant statutory authority. Ventura Power is engaged in the business of investment holding company and also any other business whatsoever and the company shall have full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius.

218

Registered Office The registered office of Ventura Power is located at C/o Trustlink International Limited, Suite 501, St James Court, St. Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of Ventura Power comprises of: 1. 2. 3. Mr. Vinod Shantilal Shah Mr. Navind Beeharry Mr. Giandeo Reemul

Shareholding Pattern The shareholding pattern of Ventura Power on April 15, 2009 is as follows: Sr. No. 1. Name of the shareholder Vinod S. Shah Total Financial Performance The audited financial statements of the company are not available as it is in the first year of its incorporation. 63. Ventura Trade and Investment Private Limited Number of equity shares held (US$ 1 Per Shares) 10,000 10,000 Percentage of Shareholding 100.00 100.00

Corporate Information Ventura Trade and Investment Private Limited (“Ventura”) was incorporated in Republic of Mauritius on August 8, 2007. The object for which the company is established are investment holding company and also any business whatsoever and the company shall have full power and authority to carry out any object not prohibited by law for the time being in force in the Republic of Mauritius. Registered Office The registered office of Ventura is located at C/o Trustlink International Limited, Suite 501, St James Court, St Denis Street, Port Louis, Mauritius. Board of Directors The board of directors of Ventura comprises of: 1. 2. 3. Mr. Vinod Shantilal Shah Mr. Vidya Mungroo Mr. Giandeo Reemul

Shareholding Pattern The shareholding pattern of Ventura on March 31, 2009 is as follows: Sr. No. 1. Name of the shareholder Vinod S. Shah Total Number of equity shares held (US$ 1 Per Shares) 10,000 10,000 Percentage of Shareholding 100.00

219

Financial Performance The summary audited financials of Ventura for the last fiscal year is as follows: Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (Loss) Profit/ (Loss) After Tax Earning Per Share (face value USD 1)* Net asset value per share** (In USD Million, except share data) For the year ended March 31, 2008 0.01 (0.01) 0.00 (0.01) (1.00) 0.34

*Basic and diluted. *NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

64.

Vishakha Polyfab Private Limited

Corporate Information Vishakha Polyfab Private Limited (“VPPL”) was incorporated under the Companies Act on December 29, 1993. VPPL is engaged in the business of manufacturing of Multilayer plastic extruded film (plain and printed). Registered Office Its registered office is located at 549/2, Village Vadsar, Taluka Kalol, Khatraj, Gandhinagar. Board of Directors The board of directors of VPPL comprises of: 1. 2. 3. 4. Mr. Jigish Doshi Mr. Bhadresh Doshi Mr. Dhaval Shah Mr. Kamal Moondra

Shareholding Pattern The shareholding pattern of VPPL as of March 31, 2009 is as follows: Sr. No. 1. 2. 3. 4. 5. Name of the shareholder Adani Wilmar Limited Bhadresh Doshi Umesh Doshi Jigish Doshi* Jigish Doshi (Nominee on behalf of Labdhi International) Total Number of equity shares held 2,000,000 270,000 209,500 1,520,000 500 4,000,000 Percentage 50.00 6.75 5.24 38.00 0.01 100.00

* This includes one equity shares of VPPL held by nominees of Vishakha Industries Financial Performance The summary audited financials of VPPL for the last three fiscal years are as follows: Particulars Equity Capital (In Rs. Million, except share data) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 40.00 40.00 40.00

220

Particulars Reserves (excluding revaluation reserves) and surplus Income Profit/ After Tax Earning Per Share (face value Rs. 10) Net asset value per share* March 31, 2008 85.60 427.53 20.90 6.22 31.40

For the year ended March 31, 2007 71.72 315.59 13.97 3.49 27.93

March 31, 2006 64.77 305.36 27.15 6.79 26.19

*NAV per share is calculated using the formula: (equity share capital + reserves) / number of equity shares outstanding. Further, the reserves have been adjusted for miscellaneous expenditure and debit in profit and loss account.

VPPL is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. Partnership Firms/Sole Proprietorships forming part of Promoter Group 1. Adani Exports

Corporate Information Adani Exports is a partnership firm formed on June 1, 2006. Adani Exports is engaged in the business of manufacturing of jewellery from gold bar. Registered Office The offices of Adani Exports are located at 8th Floor, Shikhar, Near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Partners The partners of Adani Exports and their profit/loss interest as of March 31, 2009 are as follows: Sr. No 1. 2. Name of the partner Adani Enterprises Limited Adani Agro Private Limited Total Interest (Percentage ) 99.00 1.00 100.00

Financial Performance The summary financials of Adani Exports for the last two fiscal years are as follows: Particulars Partners’ Capital Account Total income Net Profit/(Loss) 2. Adani Textile Industries (In Rs. Million) For the year ended March 31, 2008 March 31,2007 2,555.57 737.72 24,305.07 9694.22 1,790.74 725.08

Corporate Information Adani Textile Industries (“ATI”) is a partnership firm formed on January 1, 1981. ATI is engaged in the business of manufacturer, processor, traders, exporter, importer, indentors, commission agent in textiles, cosmetics, toiletries and other items.

221

Registered Office The offices of ATI are located at 9th Floor, Shikhar, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Partners The partners of ATI and their profit/loss interest as of March 31, 2009 are as follows: Sr. No 1. 2. Name of the partner Mr. Mahasukh S. Adani Mr. Vasant S. Adani Total Interest (Percentage ) 99.00 1.00 100.00

Financial Performance The summary financials of ATI for the last three fiscal years are as follows: (In Rs. Million) Particulars Partners’ Capital Account Total income Net Profit/(Loss) 3. EZY Global March 31, 2008 146.11 205.10 6.31 For the year ended March 31, 2007 116.06 184.18 4.88 March 31,2006 126.39 206.33 (3.59)

Corporate Information EZY Global is a partnership firm formed on June 6, 2004. EZY Global is engaged in the business of manufacturer, processor, traders, exporter, importer, indentors, commission agent in textiles, cosmetics, toiletries and other items. Registered Office The offices of EZY Global are located at 9th Floor, Shikhar, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Partners The partners of EZY Global and their profit/loss interest as of March 31, 2009 are as follows: Sr. No 1. 2. Name of the partner Mr. Mahasukh S. Adani Mr. Vasant S. Adani Total Interest (Percentage ) 99.00 1.00 100.00

Financial Performance The summary financials of EZY Global for the last three fiscal years are as follows: (In Rs. Million) Particulars Partners’ Capital Account Total income Net Profit/(Loss) March 31, 2008 17.32 28.99 3.95 For the year ended March 31, 2007 32.98 36.33 1.98 March 31, 2006 56.42 91.42 0.83

222

4.

Shanti Builders

Corporate Information Shanti Builders is a partnership firm formed on September 1, 2004. Shanti Builders is engaged in the business construction activities. Registered Office The offices of Shanti Builders are located at 8th Floor, Shikhar, near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Partners The partners of Shanti Builders and their profit/loss interest as of March 31, 2009 are as follows: Sr. No 1. 2. 3. 4. Name of the partner Mr. Mahasukh S. Adani Mr. Vasant S. Adani Mr. Pranav V. Adani Mr. Dilip R. Shah Total Interest (Percentage ) 1.00 78.00 1.00 20.00 100.00

Financial Performance The summary financials of Shanti Builders for the last three fiscal years are as follows: (In Rs. Million) Particulars Partners’ Capital Account Total income Net Profit/(Loss) March 31, 2008 17.54 59.67 40.73 For the year ended March 31, 2007 21.82 26.30 9.17 March 31,2006 19.45 Nil Nil

None of our Promoters or Promoter Group Companies have been restrained or prohibited by SEBI or any other regulatory authority from accessing the capital markets for any reason, except as stated in this Draft Red Herring Prospectus. Trusts forming part of the Promoter Group 1. Gautambhai S. Adani Family Trust

Corporate Information Gautam S. Adani Family Trust is a private trust and it was set up on December 1, 1998. Its income is mainly on account of investments in shares, interest income and interest on fixed deposits. Board of Trustees The trustees of the Gautam S. Adani Family Trust are: 1. 2. 3. 4. Mr. Gautam S. Adani Mr. Rajesh S. Adani Mr. Vinod S. Adani Mr. Priti Gautam Adani

223

Beneficiaries The beneficiaries of Gautam S. Adani Family Trust are: 1. 2. Mr. Gautam S. Adani and his family members Shantilal Bhudarmal Adani Family Trust

Financial Performance The summary financials of Gautam S. Adani Family Trust for the last three fiscal years are as follows: Particulars Trust Fund Trust Income Surplus of Income over Expenditure 2. (In Rs. Million) For the year ended March 31, 2008 March 31, 2007 March 31, 2006 0.98 1.00 1.00 0.02 4.20 0.00 0.17 0.00 (0.70)

Mahasukbhai S. Adani Family Trust

Corporate Information Mahasukbhai S. Adani Family Trust is a private trust and it was set up on December 1, 1998. Its income is mainly on account of investments in shares, interest income and interest on fixed deposits. Board of Trustees The trustees of the Mahasukhbhai S. Adani Family Trust are: 1. 2. Mr. Mahasukhbhai S. Adani Mrs. Suvarnaben M. Adani

Beneficiaries The beneficiaries of Mahasukhbhai S. Adani Family Trust are: 1. 2. Mr. Mahasukhbhai S. Adani and his family members Shantilal Bhudarmal Adani Family Trust

Financial Performance The summary financials of Mahasukhbhai S. Adani Family Trust for the last three fiscal years are as follows: Particulars Trust Fund Trust Income/ Receipt Surplus of Income over Expenditure 3. Shantilal Bhudarmal Adani Family Trust (In Rs. Million) For the year ended March 31, 2008 March 31,2007 March 31, 2006 380.16 1.34 1.33 384.65 12.44 0.00 387.31 0.04 (0.07)

Corporate Information Shantilal Bhudarmal Adani Family Trust is a private trust and it was set up on June 5, 1981. Its income is mainly on account of investments in shares and interest on fixed deposits.

224

Board of Trustees The trustees of Shantilal Bhudarmal Adani Family Trust are: 1. 2. 3. Mr. Vinod S. Adani Mr. Gautam S. Adani Mr. Rajesh S. Adani

Beneficiaries The beneficiaries of Shantilal Bhudarmal Adani Family Trust are: 1. 2. 3. 4. 5. 6. Mr. Mahasukhbhai S. Adani; Mr. Vinod S. Adani; Mr. Vasant S. Adani; Mr. Gautam S. Adani; Mr. Rajesh S. Adani; and their respective family members.

Financial Performance The summary financials of Shantilal Bhudarmal Adani Family Trust for the last two fiscal years are as follows: (In Rs. Million) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Trust Fund 4903.62 4,905.30 1,906.70 Trust Income 0.37 126.60 366.20 Surplus of Income over (0.64) 125.40 365.10 Expenditure 4. Rajeshbhai S. Adani Family Trust

Corporate Information Rajesh S. Adani Family Trust is a private trust and it was set up on December 1, 1998. Its income is mainly on account of investments in shares, Interest Income and interest on fixed deposits. Board of Trustees The trustees of the Rajesh S. Adani Family Trust are: 1. 2. 3. 4. Mr. Rajesh S. Adani Mr. Gautam S. Adani Mr. Vinod S. Adani Mr. Shilin Rajesh Adani

Beneficiaries The beneficiaries of Rajesh S. Adani Family Trust are: 1. 2. Mr. Rajesh S. Adani and his family members Shantilal Bhudarmal Adani Family Trust

225

Financial Performance The summary financials of Rajesh S. Adani Family Trust for the last three fiscal years are as follows: (In Rs. Million) Particulars Trust Fund Trust Income Surplus of Income over Expenditure 5. For the year ended March 31, 2008 March 31, 2007 6.62 6.60 0.02 5.60 0.02 0.00 March 31, 2006 7.30 0.10 0.00

Vasantbhai S. Adani Family Trust

Corporate Information Vasantbhai S. Adani Family Trust is a private trust and it was set up on December 1, 1998. Its income is mainly on account of investments in shares, interest income and interest on fixed deposits. Board of Trustees The trustees of the Vasantbhai S. Adani Family Trust are: 1. 2. Mr. Vasantbhai S. Adani Mrs. Pushpaben V. Adani

Beneficiaries The beneficiaries of Vasantbhai S. Adani Family Trust are: 1. 2. Mr. Vasantbhai S. Adani and his family members Shantilal Bhudarmal Adani Family Trust

Financial Performance The summary financials of Vasantbhai S. Adani Family Trust for the last three fiscal years are as follows: (In Rs. Million) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Trust Fund 227.05 235.85 235.86 Trust Income/ Receipt 2.55 5.15 0.04 Surplus of Income over Expenditure 2.26 0.00 (1.50) 6. Vinodbhai S. Adani Family Trust

Corporate Information Vinodbhai S. Adani Family Trust is a private trust and it was set up on December 1, 1998. Its income is mainly on account of investments in shares, interest income and interest on fixed deposits. Board of Trustees The trustees of the Vinodbhai S. Adani Family Trust are: 1. 2. 3. 4. Mr. Vinodbhai S. Adani Mrs. Ranjanben V. Adani Mr. Gautambhai S. Adani Mr. Rajeshbhai S. Adani

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Beneficiaries The beneficiaries of Vinodbhai S. Adani Family Trust are: 1. 2. Mr. Vinodbhai S. Adani and his family members Shantilal Bhudarmal Adani Family Trust

Financial Performance The summary financials of Vinodbhai S. Adani Family Trust for the last three fiscal years are as follows: (In Rs. Million) Particulars For the year ended March 31, 2008 March 31, 2007 March 31,2006 Trust Fund 5.79 5.79 5.71 Trust Income/ Receipt 0.06 3.66 0.02 Surplus of Income over Expenditure 0.06 0.17 (0.01) HUFs forming part of the Promoter Group 1. Gautambhai S. Adani HUF

Gautambhai S. Adani HUF is a Hindu Undivided Family, represented by its karta Mr. Gautam S. Adani. Financial Performance The summary financials of Gautambhai S. Adani HUF for the last three fiscal years are as follows: (In Rupees) (Unaudited) Particulars Capital Account Interest Income Net Surplus 2. March 31, 2008 0.00 0.00 0.00 For the year ended March 31, 2007 113,985.00 1,990.00 1,866.20 March 31, 2006 113,985.00 2,020.00 2,020.00

Mahasukhbhai S. Adani HUF

Mahasukhbhai S. Adani HUF is a Hindu Undivided Family, represented by its karta Mr. Mahasukhbhai S. Adani. Financial Performance The summary financials of Mahasukhbhai S. Adani HUF for the last three fiscal years are as follows: (In Rupees) (Unaudited) Particulars For the year ended March 31, 2008 March 31, 2007 March 31, 2006 Capital Account 0.00 6,905.00 6,905.00 Interest Income 0.00 119.00 452.00 Net Surplus 0.00 119.00 (4,948.00) 3. Rajeshbhai S. Adani HUF

Rajeshbhai S. Adani HUF is a Hindu Undivided Family, represented by its karta Mr. Rajesh S. Adani.

227

Financial Performance The summary financials of Rajeshbhai S. Adani HUF for the last three fiscal years are as follows: Particulars March 31, 2008 Capital Account Interest Income Net Surplus 4. Vasantbhai S. Adani HUF 0.00 0.00 0.00 (In Rupees) (Unaudited) For the year ended March 31, 2007 March 31, 2006 78.0 2.0 (44.0) 78.0 78.0 78.0

Vasantbhai S. Adani HUF is a Hindu Undivided Family, represented by its karta Mr. Vasant S. Adani. Financial Performance The summary financials of Vasantbhai S. Adani HUF for the last three fiscal years are as follows: (In Rupees) (Unaudited) Particulars March 31, 2008 Capital Account Interest Income Net Surplus 5. Vinodbhai S. Adani HUF 0.01 0.00 0.00 For the year ended March 31, 2007 9,960.76 337.00 337.00 March 31, 2006 9,661.00 603.00 (2,097.00)

Vinodbhai S. Adani HUF is a Hindu Undivided Family, represented by its karta Mr. Vinod S. Adani. Financial Performance The summary financials of Vinodbhai S. Adani HUF for the last three fiscal years are as follows: Particulars March 31, 2008 Capital Account Interest Income Net Surplus 0.00 0.00 0.00 (In Rupees) (Unaudited) For the year ended March 31, 2007 March 31, 2006 0.00 114.00 123.15 6,587.00 184.00 184.00

Disassociation by our Promoters in the last three years AEL has disassociated from Advantage Retail Limited as it was sold off to Reliance Retail Limited.

228

RELATED PARTY TRANSACTIONS Based on the standalone financial statements of the Company:

(Rs. in Millions)
Particulars For the period ended December 31, 2008 Value of Transactions (i) Advance for purchase of Steel Adani Global FZE 38.60 14.27 14.27 Dr. Balance For the year ended March 31, 2008 Value of Transactions Balance For the year ended March 31, 2007 Value of Transactions Balance For the year ended March 31, 2006 Value of Transactions Balance For the year ended March 31, 2005 Value of Transactions Balance For the year en March 31, 200 Value of Transactions B

(ii) Advance for Constructing Employee Township Adani Mundra SEZ Infrastructure Pvt Ltd 530.00 712.33 Dr 132.20 183.09 Dr 50.89 50.89 Dr -

(iii) Sharing of Common Expenses Mundra Port and Special Economic Zone Ltd Adani Enterprise Ltd 48.54 0.73 Dr. 13.50 2.01 Cr 6.62 8.49 10.74 Cr. 14.40 15.91 Cr. -

(iv) Bank guarantee and LC Commission charges Adani Enterprise Ltd 10.74 -

(v) Purchase of Material Adani Enterprise Ltd 17.25 9.00 5.04 -

(vi)Loan Received and Interest thereon Adani Enterprise Ltd 110.22 -

(vii) Share Application Money Adani Enterprise Ltd Mundra Port and Special Economic Zone Ltd 0.60 Cr 2553.70 360.60 Cr 2,797.40 68.00 200.00 Cr. 68.00 68.00 Cr. -

229

Particulars

For the period ended December 31, 2008 Value of Transactions Balance

For the year ended March 31, 2008 Value of Transactions Balance

For the year ended March 31, 2007 Value of Transactions Balance

For the year ended March 31, 2006 Value of Transactions Balance

For the year ended March 31, 2005 Value of Transactions Balance

For the year en March 31, 200 Value of Transactions B

(viii) Equity Contribution Priti G Adani Shilin R Adani Pushpa V Adani Suvarna M Adani Ranjan V Adani 1.80 1.80 1.80 1.80 1.80 1 1 1 1 1

(ix) Deposit for Rent Adani Properties Pvt Ltd 10.00 10.00 Dr -

(x) Rent Adani Properties Pvt Ltd Adani Wilmar Ltd Mundra Port and Special Economic Zone Ltd 0.32 0.70 0.93 0.70 0.81 0.11 Cr 5.89 0.07 0.44 0.07 Cr. 0.04 0.34 -

(xi) Purchase of Desalination Plant Adani Wilmar Ltd 26.65 -

(xii) Purchase of Fixed Assets Mundra Port and Special Economic Zone Ltd Adani Power Maharashtra Ltd 368.86 0.89 -

(xiii) Lease Rent, Infrastructure Usage Charges and Land Charges Mundra Port and Special Economic Zone Ltd 585.44 1015.70 Cr 4703.42 1575.70 Cr 2645.71 2046.25Cr -

(xiv) Salary & Allowances Shri R K Gupta 3.36 3.43 1.74 -

(xv) Advance under Coal Supply Agreement entered into

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Particulars

For the period ended December 31, 2008 Value of Transactions Balance 1500.00 Dr

For the year ended March 31, 2008 Value of Transactions 1500.00 Balance 1500.00 Dr

For the year ended March 31, 2007 Value of Transactions Balance -

For the year ended March 31, 2006 Value of Transactions Balance -

For the year ended March 31, 2005 Value of Transactions Balance -

For the year en March 31, 200 Value of Transactions B

Adani Enterprise Ltd

-

(xvi) Electricity Charges Adani Wilmar Limited 0.33 0.07 Cr 0.31 0.08 Cr -

(xvii) Storage charges, Terminal Handling Charges, etc. Mundra Port and Special Economic Zone Ltd 20.98 0.55 Cr. 3.97 3.97 Cr -

(xviii) Loans to Companies Adani Energy Ltd Aloka Real Estate Pvt Ltd Adani Power Rajasthan Limited Adani Power Dahej Ltd Adani Power Overseas Ltd 361.60 362.21 Dr 200.00 600.00 0.61 0.61 Dr -

(xix) Fuel Expenses Adani Energy Ltd

0.04

-

0.07

0.01 Cr

0.01

-

-

-

-

-

-

(xx) Reimbursement of Expenses PT Adani Global Adani Mining Pvt Ltd Adani Energy Ltd Adani Infrastructure Services Pvt Ltd Gujarat Adani Aviation Pvt Ltd Mundra Power SEZ Ltd 1.75 0.12 0.19 10.93 0.03 2.69 Cr 0.03 Cr 0.51 0.50 0.50 Cr -

(xxi) Purchase of Furniture Ezy Global 0.41 -

231

Particulars

For the period ended December 31, 2008 Value of Transactions Balance

For the year ended March 31, 2008 Value of Transactions Balance

For the year ended March 31, 2007 Value of Transactions Balance

For the year ended March 31, 2006 Value of Transactions Balance

For the year ended March 31, 2005 Value of Transactions Balance

For the year en March 31, 200 Value of Transactions B

(xxii) Loan from relative of Director Pritiben G. Adani (Loan Repayment) 9.10

(xxiii) Interest on Loan from Companies Adani Energy Limited Aloka Real Estate Pvt Ltd 3.29 4.41 -

(xxiv) Investments Adani Power Maharashtra Pvt Limited Adani Power Maharashtra Ltd (Share Application Money) Adani Power Dahej Ltd (Share Application Money) Adani Power Rajasthan Limited Adani Power Dahej Limited Adani Power Overseas Ltd 0.40 1698.73 375.60 0.40 0.40 0.52 0.50 Dr 1972.00 Dr 401.90 Dr 0.50 Dr 0.50 Dr 0.52 Dr 273.27 26.30 0.10 0.10 273.27 Dr 26.30 Dr 0.10 Dr 0.10 Dr -

Based on the consolidated financial statements of the Company:

(Rs. in Millions)
Description Name of Related Party Adani Global FZE Adani Mundra SEZ Infrastructure Pvt. Ltd. Adani Enterprises Ltd. Nature of Relationship Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008 38.60 530.00 132.20 48.54 0.00 13.50 9.00 Balance as at 31st 31st December, March, 2008 2008 712.33 Dr. 183.09 Dr. 0.73 Dr. -. 2.01 Cr. 0.00 Dr.

Advance for Purchase of Steel Advance for Constructing Employee Township Sharing of Common Expenses Purchase of Bitumen

Fellow Subsidiary Fellow Subsidiary Holding Company

232

Description

Name of Related Party

Nature of Relationship

Interest on Loan Purchase of HSD Director Appointment Fees Purchase of Granite Advance as per the terms of Coal Supply Agreement entered into Loan Taken Share Application Money Rent

Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008 0.22 16.08 0.00 1.17 1,500.00 110.00 0.32 0.70 0.93 2,553.70 0.70 0.81 -

Adani Properties Pvt. Ltd. Adani Wilmar Limited Mundra Port and Special Economic Zone Ltd. Adani Wilmar Ltd.

Enterprise Controlled by KMP / Relatives of KMP. Associate Company Enterprise Controlled by KMP / Relatives of KMP. Associate Company

Balance as at 31st 31st December, March, 2008 2008 1500.00 Dr. 1,500.00 Dr. 0.60 Cr. 360.60 Cr. 0.11 Cr. -

Electricity Charges

0.33

0.31

0.07 Cr

0.08 Cr.

Lease Rent, Infrastructure Usage Charges & Land Charges Storage Charges, Terminal Handling Charges, Wharf age, Crane Hiring, Water Front Royalty,Etc.. Loans to Companies Interest on Loan from Companies

Mundra Port and Special Economic Zone Ltd. Mundra Port and Special Economic Zone Ltd. Adani Energy Limited Aloka Real Estate Pvt. Ltd. Adani Energy Limited

Enterprise Controlled by KMP / Relatives of KMP. Enterprise Controlled by KMP / Relatives of KMP. Fellow Subsidiary Enterprise Controlled by KMP / Relatives of KMP. Fellow Subsidiary

585.44

4703.42

1,015.70 Cr.

1,575.70 Cr. 3.97 Cr.

20.98

3.97

0.55 Cr.

-

200.00 600.00 3.29

-

-

233

Description

Name of Related Party Aloka Real Estate Pvt. Ltd. Adani Energy Limited Adani Properties Pvt. Ltd. PT Adani Global Adani Energy Ltd Adani Infrastructure Services Pvt. Ltd. Gujarat Adani Aviation Pvt. Ltd.

Nature of Relationship

Fuel Expenses Deposit for Rent

Reimbursement of Expenses

Enterprise Controlled by KMP / Relatives of KMP. Fellow Subsidiary Enterprise Controlled by Key Management Personnel / Relatives of Key Management Personnel Fellow Subsidiary Fellow Subsidiary Enterprise Controlled by Key Management Personnel / Relatives of Key Management Personnel Enterprise Controlled by Key Management Personnel / Relatives of Key Management Personnel Fellow Subsidiary Enterprise Controlled by KMP / Relatives of KMP.

Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008 4.41 0.04 10.00 0.07 -

Balance as at 31st 31st December, March, 2008 2008 10.00 Dr 0.01 Cr. -

0.12 0.19

0.51 -

-

-

10.93

-

2.69 Cr.

-

Furniture Purchase

Adani Mining Private Limited Ezy Global

1.75 -

0.50 0.41 -

0.50 Cr. -

Salary & Allowances Survey Charges Professional Fees Advance Travel Expense

Sri R. K. Gupta Adani Mining Pvt Ltd Adani Infrastructure and Developers Private Limited Gujarat Adani

Key Management Personnel Fellow Subsidiary Enterprise Controlled by ultimate holding company Enterprise Controlled by

3.36 4.19 0.05 200.00 2.58

3.43 0.77 0.05 -

200.00 Cr. -

0.82 Cr. -

234

Description

Name of Related Party Aviation Private Limited

Nature of Relationship

Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008

Balance as at 31st 31st December, March, 2008 2008

ultimate holding company

235

DIVIDEND POLICY The declaration and payments of dividends will be recommended by our Board of Directors and approved by our shareholders, in their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial position. Our Company has no stated dividend policy. For details of the dividend paid by the Company, see “Financial Statements – Auditor’s Report” beginning on page 237 of the Draft Red Herring Prospectus

236

FINANCIAL STATEMENTS Auditors’ report (as required by Part II of Schedule II of the Companies Act, 1956) To, The Board of Directors, Adani Power Limited Regd. Office: 9th Floor “Shikhar”, Mithakhali Six Roads, Mithakhali, Ahmedabad – 380 009. Dear Sirs, 1. We have examined (a) the restated financial information of Adani Power Limited (“the Company”) (b) the consolidated restated financial information of the Company and its five subsidiaries (collectively described as “the Group”) annexed to this report. The said restated financial information has been prepared by the Company and approved by the Board of Directors, in accordance with the requirements of: a. b. paragraph B (1) of Part II of Schedule II of the Companies Act, 1956 (“the Act”) ; the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (the “SEBI Guidelines”) and the related clarifications thereto issued by the Securities and Exchange Board of India (“SEBI”) pursuant to section 11 of the Securities and Exchange Board of India Act, 1992, as amended to date; and the terms of our engagement agreed upon with you in accordance with our appointment letter dated 2nd February, 2009 in connection with the offer document being issued by the Company for its proposed Initial Public Issue of Equity Shares.

c.

2.

Restated Financial Information as per Audited Financial Statements: a. The restated unconsolidated financial information of the Company has been extracted from the audited unconsolidated financial statements for the years ended on 31st March 2008, 31st March 2007, 31st March 2006, 31st March 2005 and 31st March 2004 which have been approved by the Board of Directors and adopted by the Members of the Company at the respective Annual General Meetings. The restated unconsolidated financial information of the Company for the nine months period ended on 31st December 2008 has been extracted from the audited unconsolidated financial statements approved by the Board of Directors. Audit of the unconsolidated financial statements for the financial years ended on 31st March 2006, 31st March 2005 and 31st March 2004 were conducted by M/s. Dharmesh Parikh & Co., and for the year ended on 31st March 2007 was conducted by M/s. C.C. Chokshi & Co., being the auditors of the Company for those years, and accordingly we have placed reliance on the restated unconsolidated financial information examined and reported upon by them for the said years and have not carried out any additional procedures thereon. Audit of the unconsolidated financial statements for the nine months period ended on 31st December 2008 was conducted by us. b. The restated consolidated financial information of the Group for the nine months period ended on 31st December 2008 has been extracted from the audited consolidated financial statements approved by the Board of Directors.

237

Audit of the consolidated financial statements for the nine months period ended on 31st December 2008 was conducted by us. We have not audited the financial statements of subsidiaries Adani Power Maharashtra Ltd. (APML), Adani Power Dahej Ltd. (APDL), Adani Power Rajasthan Ltd. (APRL) and Adani Power (Overseas) Ltd. (APOL) whose financial statements reflect total assets of Rs.360 Million as at 31st December, 2008; total expenses of Rs.23.97 Million and net cash in-flows amounting to Rs.459.09 Million for the nine months period then ended. These financial statements and other financial information have been audited by M/s. C.C.Chokshi & Co. in respect of APML and by M/s. Dharmesh Parikh & Co. in respect of APDL and APRL and by M/s. KSI Shah & Associates in respect of APOL, whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of such other auditors. 3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI Guidelines and terms of our engagement agreed with you, we further report that: We have examined the unconsolidated Summary Statement of Profit and Losses, for the nine months period ended on 31st December, 2008 and for the years ended 31st March 2008, 2007, 2006, 2005 and 2004, the unconsolidated Summary Statement of Assets and Liabilities, as Restated, as at 31st December, 2008 and 31st March 2008, 2007, 2006, 2005 and 2004 and the related unconsolidated Summary Statement of Cash Flows, as Restated, for the period/ years then ended and the notes thereon. We have examined the consolidated Summary Statement of Profit and Losses, for the nine months period ended on 31st December, 2008 and for the years ended 31st March 2008, the consolidated Summary Statement of Assets and Liabilities, as Restated, as at 31st December, 2008 and 31st March 2008 and the related consolidated Summary Statement of Cash Flows, as Restated, for the period/ years then ended and the notes thereon. 4. Without qualifying our opinion, we draw your attention to: a. note 6 in Annexure V (B) - Notes to Statement on Adjustments to restated unconsolidated financial information regarding adoption of the Accounting Standard 15 (Revised 2005) "Employee Benefits" during the nine months period ended 31st December 2008 and for the year ended on 31st March, 2008 and regarding not adopting the same for the years ended on 31st March 2007, 2006, 2005 and 2004 considering that such non-adoption does not have a material impact on the assets/liabilities and accumulated balances of Employees benefits payable for the years ended on 31st March, 2007, 2006, 2005 and 2004. Note 4 in Annexure V (B) - Notes to Statement on Adjustments to restated unconsolidated financial information regarding the preparation of the statement of profit and losses, for the limited purpose of inclusion in the DRHP, for the years ended on 31st March 2008, 2007, 2006, 2005 and 2004 and charging off preliminary expenses and certain other expenses to the profit and loss accounts as against the same shown in the audited financial statements under (i) Miscellaneous Expenses (to the extent not written off or adjusted) and (ii) Project Development Expenses.

b.

5.

Subject to the matters stated in paragraph 4 above, the effect of which cannot be determined, and based on our examination, we further report that: a. The unconsolidated and consolidated summary statements of profits and losses, assets and liabilities, as restated, and the related unconsolidated and consolidated summary statements of cash flows, as restated are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Annexure V - Notes to

238

statement on adjustments to audited unconsolidated and consolidated financial statements, except to the extent stated in paragraph 4 above; b. The restated unconsolidated and consolidated financial information has been made after incorporating adjustments for the material amounts in the respective financial years to which they relate; There are no extra-ordinary items that need to be disclosed separately in the restated financial information; There is no qualification in the Auditors’ Reports which would require an adjustment in the restated financial information.

c. d. 6.

Other Financial Information: a. We have also examined the unconsolidated financial information of the Company as at and for the nine months ended on 31st December 2008 and for the years ended on 31st March, 2008, 2007, 2006, 2005 and 2004, listed below, which is proposed to be included in the Offer document, as approved by the Board of Directors of the Company and annexed to this report: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. b. Schedules of Restated Unconsolidated Financial Information as appearing in Annexure IV; Details of Investments as appearing in Annexure IV D; Details of Loans and Advances as appearing in Annexure IV E; Details of Secured and Unsecured Loans, as appearing in Annexure IV F; Significant Accounting Policies and Notes on Restated Unconsolidated Accounts as appearing in Annexure V; Statement of Accounting Ratios, as appearing in Annexure VI; Details of Dividends declared by the Company, as appearing in Annexure VII; Statement of Tax Shelters, as appearing in Annexure VIII; Capitalization Statement, as appearing in Annexure IX; Details of Other Income, as appearing in Annexure X; Details of Administrative and General Expenditure, as appearing in Annexure XI; and Details of related party disclosure as appearing in Note 11 to Annexure V.

We have also examined the consolidated financial information relating to the Group as at and for the nine months ended 31st December, 2008 and for the year ended on 31st March, 2008, listed below, which is proposed to be included in the Offer Document, as approved by the Board of Directors and annexed to this report: i. ii. iii. iv. v. vi. vii. viii. ix. Schedules of Restated Consolidated Financial Information as appearing in Annexure IV; Significant Accounting Policies and Notes on Restated Consolidated Accounts as appearing in Annexure V; Statement of Accounting Ratios, as appearing in Annexure VI; Details of Dividends declared by the Company as appearing in Annexure VII; Statement of Tax Shelter as appearing in Annexure VIII; Capitalization statement as appearing in Annexure IX; Details of Other Income, as appearing in Annexure X; Details of Administrative and General Expenditure, as appearing in Annexure XI; and Details of related party disclosure as appearing in Note 11 to Annexure V(B).

239

7.

This report should not be in any way construed as a reissuance or a redating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. We did not perform audit tests for the purpose of expressing an opinion on individual balances of account or summaries of selected transactions, and accordingly, we express no such opinion thereon. We have no responsibility to update our report for events and circumstances occurring after the date of the report. This report is intended solely for use of the management and for inclusion in the Offer Document in connection with the proposed public offer of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

8.

9. 10.

For Deloitte Haskins & Sells. Chartered Accountants

Gaurav J. Shah Partner Membership Number: 35701 Place: Ahmedabad Date: 27th February, 2009

240

ANNEXURE I: SUMMARY PROFIT AND LOSS ACCOUNT, AS RESTATED Particulars For the period from April 1, 2008 to December 31, 2008 18.29 18.29 For the Year March 31, 2008 For the Year March 31, 2007 For the Year March 31, 2006 (Rs. in Millions) For For the the Year Year March March 31, 31, 2005 2004

I

Income Income from Operations Other Income Total Income Expenditures Operating Expenses Personnel Expenses Administrative and General Expenses (Refer Annexure-XI) Depreciation / Amortisation Total Expenditures Profit/ (Losses) before Tax, Prior Period and Extra Ordinary Items - Prior Period Items and Extra Ordinary Items Profit / (Loss) before Tax

14.72 14.72

22.83 22.83

0.01 0.01

0.01 0.01

0.01 0.01

II

III

(18.29) (18.29)

(14.72) (14.72)

(22.83) (22.83)

(0.01) (0.01)

(0.01) (0.01)

(0.01) (0.01)

IV

Provision For Tax - Current Tax - Deffered Tax (credit) / Charges Net Profit / (Loss) after Tax Adjustments (Net of Tax) Net Profit / (Losses) as Restated Balance brought forward from Previous Year Accumulated Losses carried forward

(18.29) (18.29) (37.68) (55.97)

(14.72) (14.72) (22.96) (37.68)

(22.83) (22.83) (0.13) (22.96)

(0.01) (0.01) (0.12) (0.13)

(0.01) (0.01) (0.11) (0.12)

(0.01) (0.01) (0.10) (0.11)

V VI

Note: The above statement should be read with the Significant Accounting Policies and Notes to Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

241

ANNEXURE - II: SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED (Rs. in Millions)
Particulars As at December 31, 2008 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006 As at March 31, 2005 As at March 31, 2004

I Fixed Assets Gross Block Less : Accumulated Depreciation / Amortisation Net Block Capital Work-in- Progress including Capital Advances Project Development Expenditure Construction Material at site

192.95 26.18 166.77 48,985.24 4,678.89 165.42 53,996.32 2,688.52

85.96 11.19 74.77 22,219.91 1,596.46 139.19 24,030.33 832.27

11.93 1.48 10.45 5,515.79 455.62 47.26 6,029.12 0.01

1.83 0.03 1.80 0.28 121.02 123.10 -

9.33 9.33 -

9.33 9.33 -

II Investments III Current Assets, Loans and Advances Cash and Bank Balances Loans and Advances

1,657.48 4,125.53 5,783.01

1,917.85 1,750.74 3,668.59

497.04 10.21 507.25

2.67 10.71 13.38

0.06 0.06

0.07 0.07

A= (I+II+III) IV Liabilities and Provisions Secured Loans Unsecured Loans Current Liabilities Provisions

62,467.85

28,531.19

6,536.38

136.48

9.39

9.40

29,523.85 7,688.06 6,012.56 19.44 43,243.91 B=(IV) 43,243.91 19,223.94

10,111.74 4,090.62 5.91 14,208.27 14,208.27 14,322.92

1,442.69 2,307.91 1.84 3,752.44 3,752.44 2,783.94

28.56 0.05 28.61 28.61 107.87

0.01 0.01 0.01 9.38

0.01 0.01 0.01 9.39

NET WORTH

A-B

Net Worth Represented by Share Capital - Equity Shares - Preference Shares Share Application Money pending Allotment Reserves and Surplus Less : - Misc Expenditure - Debit Balance in Profit and Loss Account NET WORTH 17,714.56 1,376.62 285.44 96.71 55.97 19,223.94 5,520.83 1,500.00 360.60 6,979.17 37.68 14,322.92 2,606.90 200.00 22.96 2,783.94 9.50 98.50 0.13 107.87 9.50 0.12 9.38 9.50 0.11 9.39

Note: The above statement should be read with the Significant Accounting Policies and Notes to Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

242

ANNEXURE III SUMMARY OF CASH FLOW STATEMENTS, AS RESTATED
Particulars For the period from April 1, 2008 to December 31, 2008 For the Year March 31, 2008 For the Year March 31, 2007 For the Year March 31, 2006 For the Year March 31, 2005 (Rs. in Millions) For the Year March 31, 2004

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit / (Loss) before tax, as restated Operating profit before working capital changes Cash from / (Used) in Operating Activities (B) CASH FLOW FROM INVESTING ACTIVITIES Investment in subsidiaries (Purchase) / Sale of Fixed Assets (Purchase) / Sale of Investments Capital Work in Progress Loan to Subsidiaries Loan to companies Advance to Holding Company Income Tax paid Net Cash Flow from Investing Activities (C) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Equity Shares Proceeds from Issue of Preference Shares Increase in Share Application Money Long Term Borrowings Misc. Expenditure Short Term Borrowings Repayment of Unsecured Loan Net Cash Flow from Financing Activities Net Changes in Cash & Cash Equivalents (A+B+C) Cash and Cash Equivalents as at the beginning of the year Cash and Cash Equivalents as at the end of the year

(18.29) (18.29) (18.29)

(14.72) (14.72) (14.72)

(22.83) (22.83) (22.83)

(0.01) (0.01) (0.01)

(0.01) (0.01) (0.01)

(0.01) (0.01) (0.01)

(2,076.05) (106.99) 219.80 (29,929.55) (361.60) (7.17) (32,261.56)

(299.87) (74.02) (532.39) (16,357.36) (1,500.00) (23.58)

(10.11) (2,743.20) -

(95.88) (95.88)

(0.00) (0.00)

0.27 (0.21) 0.06 0.12

(18,787.22) (2,753.31)

4,000.00 1,016.02 19,412.11 (96.71) 7,688.06 32,019.48

9,893.09 1,500.00 160.60 8,669.06 20,222.75

2,597.40 101.50 571.61 3,270.51

98.50 98.50

-

9.00 (9.10) (0.10)

(260.37) 1,917.85 1,657.48

1,420.81 497.04 1,917.85

494.37 2.67 497.04

2.61 0.06 2.67

(0.01) 0.07 0.06

0.01 0.06 0.07

(260.37)

1,420.81

494.37

2.61

(0.01)

0.01

Notes: 0.00 1 The above statement should be read with the Significant Accounting Policies and Notes to Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V. 2 The Cash Flow Statement has been prepared under the 'Indirect Method' set out in Accounting Standard 3 'Cash Flow Statement' issued by the Institute of Chartered Accountants of India. 3 Negative Figures have been shown in brackets.

243

ANNEXURE IV A 1 FIXED ASSETS AS AT DECEMBER 31, 2008 GROSS BLOCK (AT COST) Additions Deductions / As at December during the Adjustments period during the 31, 2008 period 21.68 4.12 6.01 13.98 5.53 11.10 0.02 44.55 106.99 42.16 4.12 12.92 29.21 33.80 11.10 0.02 59.62 192.95 DEPRECIATION For the Deductions / Period Adjustments during the period 1.31 4.12 2.11 1.24 3.72 0.81 0.01 1.67 14.99 (Rs. in Millions) NET BLOCK As at December 31, 2008

Particulars Plant and Machinery Building Furnitures and Fixtures Office Equipments Computers Computer Software Electrical Installations Vehicles Total

As at April 1, 2008 20.48 6.91 15.23 28.27 15.07 85.96

As at April 1, 2008 0.26 5.30 1.96 2.82 0.85 11.19

As at December 31, 2008 1.57 4.12 7.41 3.20 6.54 0.81 0.01 2.52 26.18

40.59 5.51 26.01 27.26 10.29 0.01 57.10 166.77

ANNEXURE IV A 2 FIXED ASSETS AS AT MARCH 31, 2008 GROSS BLOCK (AT COST) Particulars As at April Additions 1, 2007 during the year 1.28 1.13 4.50 5.02 11.93 20.48 5.63 14.10 23.77 10.05 74.03 Deductions / Adjustments during the year As at March 31, 2008 20.48 6.91 15.23 28.27 15.07 85.96 As at April 1, 2007 0.66 0.21 0.39 0.22 1.48 DEPRECIATION For the year (Rs. in Millions) NET BLOCK

Deductions / As at March As at March 31, Adjustment 31, 2008 2008 s during the year 0.26 5.30 1.96 2.82 0.85 11.19 20.22 1.61 13.27 25.45 14.22 74.77

Plant and Machinery Furnitures and Fixtures Office Equipments Computers Vehicles Total

0.26 4.64 1.75 2.43 0.63 9.71

244

ANNEXURE IV A 3 FIXED ASSETS AS AT MARCH 31, 2007 GROSS BLOCK (AT COST) Particulars As at April Additions 1, 2006 during the year 0.16 0.10 0.53 1.04 1.83 1.12 1.03 3.97 4.02 10.14 Deductions / Adjustments during the year (0.04) (0.04) As at March 31, 2007 1.28 1.13 4.50 5.02 11.93 As at April 1, 2006 0.01 0.02 0.00 0.03 DEPRECIATION For the year (Rs. in Millions) NET BLOCK

Furnitures and Fixtures Office Equipments Computers Vehicles Total

0.66 0.20 0.37 0.22 1.45

Deductions / As at March As at March 31, Adjustment 31, 2007 2007 s during the year 0.66 0.62 0.21 0.92 0.39 4.11 0.22 4.80 1.48 10.45

ANNEXURE IV A 4 FIXED ASSETS AS AT MARCH 31, 2006 GROSS BLOCK (AT COST) Additions Deductions / during the year Adjustments during the year 0.16 0.10 0.53 1.04 1.83 DEPRECIATION For the year Deductions / Adjustments during the year 0.01 0.02 0.00 0.03 (Rs. in Millions) NET BLOCK As at March As at March 31, 2006 31, 2006

Particulars

As at March 31st 2006

Furnitures and Fixtures Office Equipments Computers Vehicles Total

0.16 0.10 0.53 1.04 1.83

0.01 0.02 0.00 0.03

0.16 0.09 0.51 1.04 1.80

245

ANNEXURE IV A 5 FIXED ASSETS AS AT MARCH 31, 2004 GROSS BLOCK (AT COST) As at April 1, 2003 0.27 0.27 Additions during the year Deductions / Adjustments 0.27 0.27 As at March 31, 2004 As at April 1, 2003 0.14 0.14 DEPRECIATION For the year Deductions / Adjustments 0.14 0.14 (Rs. in Millions) NET BLOCK As at March 31, 2004 As at March 31, 2004 -

Particulars Vehicles Total

-

246

ANNEXURE IV B: CAPITAL WORK IN PROGRESS Particulars (Rs. in Millions) As at As at As at As at As at As at December March March March March March 31, 2008 31, 2008 31, 2007 31, 31, 31, 2006 2005 2004 2,718.65 2,714.97 2,675.65 2,629.41 1,644.98 316.67 0.28 -

Leasehold Land and Site Development Building and Civil Works Plant and Machinery Electrical Installation Railway Sidings Desalination Plant Transmission Line Coal mine SAP Software consultant Advance for Capital Expenditures Advance to Contractors (Includes Rs. 712.32 millions (As at 31st March, 2008 - Rs. 183.09 millions) due from a Company under the same management as defined in Section 370(1-B) - Adani Mundra SEZ Infrastructure Pvt. Ltd.) (Maximum amount due during the year - Rs. 712.32 millions (As at 31st March, 2008 - Rs. 183.09 millions) Total

22,254.63 8,953.64 1,463.20 1,541.90 46.42 179.21 238.77 1.65 28.73 6.95 0.20 -

3,262.63 1,335.28 81.64 30.70 79.90 11.43

16,240.05 7,210.56 1,053.12

-

-

-

48,985.24 22,219.91 5,515.79

0.28

-

-

247

ANNEXURE IV C: Project Development Expenditure Particulars As at December 31, 2008 453.86 21.34 112.28 160.38 14.66 3,317.50 9.67 451.72 6.99 1.32 4.55 121.77 2.94 55.29 92.76 26.33 60.18 4,913.54 28.11 159.14 32.18 15.22 234.65 4,678.89 (Rs. in Millions) As at As at As at As at As at March March 31, March 31, March March 31, 31, 2007 2006 31, 2004 2008 2005 151.41 7.49 47.16 78.05 6.30 866.88 7.82 375.93 4.01 4.55 57.79 0.76 32.05 53.02 11.34 53.01 1,757.57 28.11 116.62 4.18 12.20 161.11 1,596.46 17.04 4.94 6.04 12.52 1.39 155.64 0.45 234.58 1.01 2.22 19.71 2.58 12.07 1.49 8.94 480.62 23.48 1.52 25.00 455.62 1.71 0.10 2.04 0.31 1.34 111.77 0.15 3.60 0.02 0.18 121.22 0.20 0.20 121.02 0.93 0.40 0.08 1.12 5.57 0.03 1.06 0.14 9.33 9.33 0.93 0.40 0.08 1.12 5.57 0.03 1.06 0.14 9.33 9.33

Salary and Allowances Contribution to Provident and other funds Welfare Expenses Administration and Office Expenses## Communication Expenses## Interest and Finance Charges Miscellaneous Expenses Other Employee Expenses Professional Fees## Stationery and Courier Expenses Statutory Expenses Legal Expenses Auditor's Remuneration Travelling Expenses## Sub Lease Rent for Land Vehicle Running Expenses## Project Insurance Depreciation Provision for Taxes@@ (Including Fringe Benefit Tax) Total Other Income Gain on Sale of Securities/ Treasury Bills Interest (Net Of Taxes deducted at source) Dividend Income Other Income Total Total 1 ## Refer note 1 as appearing in Annexure V(B).

2 @@ Refer note 3 as appearing in Annexure V(B).

248

ANNEXURE IV D: DETAILS OF INVESTMENTS As at December 31, 2008 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006 (Rs. in Millions) As As at at March March 31, 31, 2005 2004

Particulars

1.LONG TERM INVESTMENTS UNQUOTED Investments in Subsidiary Companies 50,000 fully paid Equity Shares of Rs. 10 each of Adani Power Maharashtra Limited - Share Application Money Pending Allotment 50,000 fully paid Equity Shares of Rs. 10 each of Adani Power Dahej Limited - Share Application Money Pending Allotment 50,000 fully paid Equity Shares of Rs. 10 each of Adani Power Rajasthan Limited. 2 fully paid Equity Shares of AED 20000 each of Adani Power (Overseas) Limited Sub total 2. NON TRADE UNQUOTED National Saving Certificates (Lying with Government Authorities) Sub total 3. CURRENT INVESTMENTS SBI SHF Liquid Fund DWS Liquid Plus Fund Birla Sunlife Cash Plus DWS Insta Cash Fund Birla Sunlife Liquid Plus* ICICI Prudential Inst Liquid Plan* DWS Money Plus Fund 0.50 1,972.00 0.50 401.90 0.50 0.10 273.27 0.10 26.30 0.10 -

0.52 2,375.92

299.87

-

-

-

-

0.01 0.01 120.46 100.30 40.00 51.83 -

0.01 0.01 230.85 0.25 301.29

0.01 0.01 -

312.59 532.39 Sub total 2,688.52 832.27 0.01 Total * Investments made out of "Trust & Retention Account" as per the terms agreed with the lenders and pending utilisation thereof for the project.

249

ANNEXURE IV E: DETAILS OF OTHER CURRENT ASSETS LOANS AND ADVANCES Particulars As at As at December March 31,2008 31, 2008 (Rs. in Millions) As at As at As at As at March March 31, March March 31, 2006 31, 2005 31, 2007 2004

Cash and Bank Balances Cash and Cheques on Hand Balances with Non Scheduled Banks : - In Current Accounts (Maximum Balance outstanding during the period in current account with Bank of China is Rs 29.12 Millions (As at 31st March, 2008 -Rs. 7.11 Millions) Balances with Scheduled Banks : - In Current Accounts - In Margin Money Accounts - In Deposit Accounts 0.26 5.36 0.57 2.42 0.06 0.02 0.02 0.00 -

358.56 733.30 560.00 1,657.48

1,494.36 77.50 343.00 1,917.85

7.48 95.00 394.50 497.04

2.65 2.67

0.04 0.06

0.07 0.07

Unsecured, Considered good Advances and Loans given to a Subsidiary** Advances Recoverable in Cash or in Kind or for Value to be received * Advances and Loans to a Holding Company** Interest receivable Prepaid Expense Security Deposit Advance Income Tax (Net of Provision) 362.21 2057.67 1,500.00 34.44 30.61 137.89 2.71 4,125.53 Total 5,783.01 0.61 65.96 1,500.00 11.91 172.26 1,750.74 3,668.59 8.15 2.06 10.21 507.25 10.71 10.71 13.38 0.06 0.07

250

Notes: *Selective Financial Information on Loans and Advances as at December 31, 2008 is as follows: (Rs. in Millions) As at December 31, 2008 Advances Recoverable in Cash or in Kind or for Value to be received - Considered Good - From Promoter Group Companies - From Associate Companies - From Others - Considered Doubtful Less : Provision for doubtful loans and advances

2,057.67 2,057.67

**Maximum amount outstanding during the period is as under: Adani Enterprises Ltd. - Rs. 1500.00 Millions (As at 31st March, 2008 - Rs. 1500.00 Millions) Adani Power Rajasthan Ltd. - Rs. 362.21 Millions (As at 31st March, 2008 - Rs.0.61 Millions)

251

ANNEXURE IV F: DETAILS OF LOANS SECURED LOANS Particulars As at December 31, 2008 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006 (Rs in Millions) As at As March at 31, 2005 March 31, 2004

Term Loans from Banks Term Loans Bills Discounted under Letter of Credit@ (To be converted into Term Loan) TOTAL UNSECURED LOANS Particulars (Rs. in Millions) As at As at March As at As at As at March As at December 31, 31, 2008 March 31, March 31, 31, 2005 March 31, 2008 2007 2006 2004 15,670.68 13,853.17 5,559.58 4,552.16 567.80 874.89 -

29,523.85

10,111.74

1,442.69

-

-

-

From Banks Term Loan (Repayable within one year) TOTAL 7,688.06 7,688.06 -

The above borrowings are secured by: 1. Secured Loans aggregating to Rs. 19579.47 Millions (As at 31st March, 2008 - Rs. 8961.74 Millions) are secured by: (a) (b) 2. First mortgage and charge on all immovable and movable assets, both present and future of Phase I & Phase II, on pari passu basis; and Corporate Guarantee provided by Mundra Port and Special Economic Zone Limited for Rs. 1310.00 Millions.

Secured Loans aggregating to Rs.9355.37 Millions (As at 31st March, 2008 - Rs. 1,150.00 Millions) are secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase III. Secured Loans aggregating to Rs.589.01 Millions (As at 31st March, 2008 - NIL) (Subordinate Debt) are secured by second mortgagee and charge on all immovable and

3.

252

movable assets, both present and future of Phase III. 4. The above Secured Loans are further secured by pledge of 531,436,831 Equity Shares of the Company through execution of Pledge Agreement with Adani Enterprise Limited as : a) b) 5. First charge for Secured Loans from banks aggregating to Rs. 28934.84 Millions (As at 31st March, 2008 - Rs.10,111.74 Millions); and Second charge for Secured Loans from banks aggregating to Rs. 589.01 Millions (As at 31st March, 2008 - NIL).

Out of above Loans, payable within 12 months is Nil. (As at 31st March 2008 - Nil)

The figures disclosed above are based on the standalone restated financial statements of the Company. @ Refer note 2 as appearing in Annexure V(B).

253

ANNEXURE IV G: CURRENT LIABILITIES AND PROVISIONS Particulars As at December 31, 2008 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006 (Rs. in Millions) As at As March at 31, March 2005 31, 2004

Current Liabilities Bills Payable under Letter of Credit Sundry Creditors Interest Accrued but not Due on Loans Other Liabilities Provisions Provision for Income Tax (Net of Advance Tax) Provision for Employee Benefits

15.97 3,878.54 3,878.61 2,306.65 0.77 80.04 165.64 0.49 116.00 1,968.38 6,012.56 4,090.62 2,307.91 19.44 _ 19.44 2.52 3.39 5.91 1.30 0.54 1.84

28.50 0.06 28.56 0.05 0.05 28.61

0.01 0.01 0.01

0.01 0.01 0.01

Total 6,032.00 4,096.53 2,309.75

ANNEXURE IV H: SHARE CAPITAL, RESERVES AND SURPLUS Particulars As at December 31, 2008 As at March 31, 2008 (Rs. in Millions) As at As at As at As at March March March March 31, 2007 31, 31, 2005 31, 2006 2004

Issued, Subscribed and Paid - up Equity Share Capital Equity Shares of Rs.10/- Each fully paid up Total Preference Share Capital 0.01% Cumulative Compulsorily Convertible Participatory Preference Shares of Rs. 10/- Each fully paid up Total Schedule - 'B' : Reserves and Surplus Share Premium # Total Total 285.44 285.44 6,979.17 6,979.17 1,500.00

17,714.56 17,714.56

5,520.83 5,520.83

2,606.90 2,606.90

9.50 9.50

9.50 9.50

9.50 9.50

-

1,500.00

-

-

-

-

-

-

-

-

-

-

-

-

254

Particulars

As at December 31, 2008

As at As at As at As at March March March March 31, 2007 31, 31, 2005 31, 2006 2004 18,000.00 14,000.00 2,606.90 9.50 9.50 9.50

As at March 31, 2008

# Utilised for issue of bonus shares

255

ANNEXURE - V SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE RESTATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES, PROFIT AND LOSS ACCOUNT AND CASHFLOWS, AS RESTATED: (A) 1) Significant Accounting Policies Basis of preparation of financial statements The financial statements are prepared under the historical cost convention on accrual and going concern basis and in compliance with the accounting standards issued by the Institute of Chartered Accountants of India and in accordance with the Generally Accepted Accounting Principles (GAAP) and provisions of the Companies Act, 1956. 2) Use of estimates The preparation of financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods. 3) Fixed assets Fixed assets are stated at cost of acquisition including any attributable cost for bringing the assets to its working condition for its intended use, less accumulated depreciation and impairment losses, if any. Borrowing costs directly attributable to qualifying assets / capital projects are capitalized and included in the cost of fixed assets. 4) Project Development Expenditure Expenditure related to and incurred during implementation of capital projects is included under “Capital Work in Progress” or “Project Development Expenditure” as the case may be. The same will be allocated to the respective fixed assets on completion of construction/ erection of the capital project/ fixed assets. 5) Intangible Assets Computer Software cost is capitalized and recognized as Intangible Assets in terms of Accounting Standard -26 “Intangible Assets” based on materiality, accounting prudence and significant economic benefits expected to flow there from for a period longer than one year. 6) Depreciation i) ii) iii) iv) Depreciation on fixed assets is provided on Straight Line Method at rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on Assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition/ disposal. Assets costing less than Rs.5,000/- are written off in the year of purchase. Intangible assets are amortized over a period of 5 years.

256

7)

Leases The Company’s significant leasing arrangements are in respect of operating leases for land, office premises, and residential facilities for employees and guest houses. The leasing arrangement range between 11 months to Fourteen years, and are renewable by mutual consent on agreed Terms. The aggregate lease rentals payable are charged as rent expenses under “Project Development Expenditure”.

8)

Investments Long term investments are stated at cost. Provision for diminution in the value of long-term investments is made only if, such a decline is other than temporary in the opinion of the management. Current Investments are carried at lower of cost or fair value.

9)

Borrowing costs Borrowing costs that are attributable to the acquisition / construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use.

10)

Impairment of assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the period in which an asset is identified as impaired. The impairment loss, if any, recognized in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

11)

Foreign exchange transactions i) ii) Transactions denominated in foreign currencies are normally recorded at the exchange rates prevailing at the time of the transaction. Monetary items denominated in foreign currencies at the balance sheet date are restated at the rates prevailing on that date. In case of monetary items which are covered by forward exchange contracts, the difference between the rate prevailing on the balance sheet date and rate on the date of the contract is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the contract. Non monetary foreign currency items are carried at cost. Any income or expense on account of exchange difference either on settlement or on translation in respect of the project cost is recognized as “Capital Work in Progress” or “Project Development Expenditure” as the case may be.

iii) iv)

12)

Employee benefits i) Gratuity: The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employee through Group Gratuity scheme of Life Insurance of India. The Company accounts for the liability for the gratuity benefits payable in future based on an independent actuarial valuation carried out using Projected Unit Credit Method considering discounting rate relevant to Government Securities at the Balance Sheet Date.

257

ii)

Provident Fund: Retirement Benefits in the form of Provident Fund and Family Pension Fund, which are defined benefit contribution schemes, are charged to the Project Development Expenditure Account for the period, in which the contributions to the respective funds accrue till the commencement of commercial production.

iii)

Leave Encashment: Provision for Leave Encashment is determined and accrued on the basis of actuarial valuation.

13)

Taxes on Income Provision for income tax is made on the basis of estimated taxable income for the year at current rates. Current Tax represents the amount of Income Tax Payable/Recoverable in respect of the taxable income/loss for the reporting period.

14)

Miscellaneous expenditure (to the extent not written off or adjusted) Preliminary expenses are charged to the Profit and Loss Account for the period in which the expenses are incurred

15)

Provisions, contingent liabilities and contingent assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

(B) 1.

Material Adjustments Prior Period Expenses In the Financial Statements for the period ended on December 31, 2008 and the years ended March 31, 2008, 2007, 2006, the Company has classified certain items as prior period items in “Project Development Expenditure”. Accordingly, for the purpose of the Restated Summary Statement, the said items have been appropriately adjusted in the respective years to which they pertain.

2.

Change in the treatment of accounting for Bills discounted under Letter of Credit In the Financial Statements for the period ended on December 31, 2008, the Company has disclosed the amounts payable to suppliers of Plant and Machinery, discounted under Letter of Credit, as a part of Secured Loans. The said discounting as per the Loan Agreement with the lenders, forms part of the aggregate loan facility. Accordingly, for the purpose of the Restated Summary Statement, the said item has been appropriately disclosed for the year ended on March 31, 2007.

3.

Short Provision of Income Tax The provision for taxation for the year ended March 31, 2007 has been recomputed to give effect of interest income on the basis of opinion received by the Company. Accordingly, for the purpose of the Restated Summary Statement of Asset and Liabilities, the said item has been appropriately adjusted.

258

4.

Administrative and General Expenses booked to Profit and Loss Account For the limited purpose of including in the Draft Red Herring Prospectus (DRHP), in the restated financial information for the years ended on March 31, 2008, 2007, 2006, 2005, and 2004, Profit and Loss Account for the respective years have been prepared and preliminary expenses and certain other expenses (as shown in the Profit and Loss Account), have been charged to the Profit and Loss Account as against the same shown in the audited financial statements under (i) Miscellaneous Expenditure (to the extent not written off or adjusted) and (ii) Project Development Expenditure.

5.

Material Regroupings Appropriate adjustments have been made in the Restated financial information, wherever required, by a reclassification of the corresponding items of assets, liabilities and cash flows, in order to bring them in line with the groupings as per the audited financials of the Company for the period ended December 31, 2008.

6.

Non Adjustments Retirement Benefits The Company has adopted revised Accounting Standard – 15 “Employee Benefits” issued by the Institute of Chartered Accountants of India, effective 1st April, 2007. Considering that the adoption of Accounting Standard – 15, by the Company before 1st April, 2007 does not have a material impact on the accumulated balances of Employee Benefits. Under the circumstances the management has not determined the effects on the Assets/Liabilities for the years ended on March 31, 2006, 2005, 2004 had the revised Standard been adopted by the Company for the each of those years.

(C) 1.

Notes on Accounts The Government of India (GOI) has, vide its letter dated 19th December 2006, granted approval to the Company’s proposal for development, operation and maintenance of the sector specific Special Economic Zone(SEZ) for power over an area of 293-88-10 hectares of the Company’s land at Village: Tunda & Siracha, Taluka Mundra, Gujarat. Hence all the benefits available to SEZ developer under Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 and amendment made their under are available to the Company. Share Issue Expenses incurred in connection with the proposed IPO of the Company is shown under Miscellaneous Expenditure (to the extent not written off or adjusted). Such expenditure would be adjusted against the Share Premium Account as and when shares will be issued after completion of the IPO. The Company’s name was changed from “Adani Power Private Limited” to “Adani Power Limited” by a special resolution passed at the Extra-Ordinary General Meeting of the shareholders of the Company held on 12th April, 2007.

2.

3.

259

4.

Contingent liabilities not provided for in respect of: Particulars As at December 31, 2008 121,542.36 As at March 31, 2008 121,938.55 As at March 31, 2007 11,234.14 As at March 31, 2006 56.75 (Rupees in Millions) As at As at March March 31, 2005 31, 2004 -

Estimated amount of contracts remaining to be executed on capital account and not provided for Guarantees issued by the Company’s bankers on behalf of the Company Letter of Credit facilities provided by banks Bonds submitted to Development Commissioner on behalf of Government of India 5.

4,518.00 6,960.31 22,867.18

3,140.00 4,944.20 22,250.00

1,500.00 6,480.60 -

-

-

-

The Pre-operative Expenditure includes Managing Director’s Remuneration:Particulars As at December 31, 2008 3.36 2.55 0.60 As at March 31, 2008 3.43 2.74 0.44 As at March 31, 2007 1.74 1.37 0.14 As at March 31, 2006 (Rupees in Millions) As at As at March March 31, 2005 31, 2004 -

Managerial Remuneration to the Managing Director The Above is Inclusive of: (a) Salary and Allowances (b) Estimated Value of Benefits in cash or in kind provided to Managing Director (c) Contribution to Provident & other Funds (d) Contribution to Gratuity Fund 6.

0.15 0.06

0.19 0.06

0.17 0.06

-

-

-

Auditors Remuneration includes:For the Period From 1st April 2008 to 31st December,2008 For the Year ended March 31, 2008 0.40 0.11 0.51 For the Year ended March 31, 2007 0.28 0.04 0.32 (Rupees in Millions) For the For the For the Year Year Year ended ended ended March March March 31, 2006 31, 2005 31, 2004 0.01 0.01 0.01 0.01 0.01 0.01

Audit Fees Certification Work required to be done by the statutory Auditors For other Services (Including Certification, etc) Total

0.38 1.21 0.17 1.76

260

7.

Operating Leases:Future Minimum Lease Payments For period ended December 31, 2008 69.35 35.34 For the Year ended March 31, 2008 13.38 0.08 26.80 For the Year ended March 31, 2007 2.68 For the Year ended March 31, 2006 (Rs. in Millions) For the For the Year Year ended ended March 31, March 31, 2005 2004 -

Not later one Year Later than year and later than years Later than years 8. 9.

than one not five five

There are no dues outstanding for more than 30 days to Small Scale Industrial Undertakings (SSI), to the extent identified by the management from the available documents/information. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. (Rs. in Millions) For the Year 2007-08 0.51 0.84 0.11 0.90 2.36 0.31 0.16 1.75 (0.16) 2.06

10.

The status of gratuity plan as required under AS-15 (revised): SN I. For the period from 1 April 2008 to December 31,2008 Reconciliation of Opening and Closing Balances of defined benefit obligation Liability at the beginning of the 2.36 Year/Period a) Current Service Cost 3.33 b) Interest Cost 0.34 c) Expected Return on Planed Assets d) Net Actuarial losses (gain) 2.28 recognised in Period. Liability at the end of the Year/Period 8.31 Reconciliation of Opening and Closing Balances of the Fair value of Plan assets Plan assets at the beginning of the 2.06 Year/Period, at Fair value Expected return on plan assets 0.12 Contributions 0 Actuarial gain/(loss) on plan assets (0.10) Plan assets at the end of the 2.08 Year/Period, at Fair value Particulars
st

II.

261

SN III.

For the period from 1st April 2008 For the Year to December 31,2008 2007-08 Reconciliation of the Present value of defined benefit obligation and Fair value of plan assets Particulars Obligations at the end of the Year/Period Plan assets at the end of the Year/Period, at Fair value Liability recognized in balance sheet as on December 31, 2008 8.31 2.08 6.23 2.36 2.06 0.30

IV.

Gratuity Cost for the Year/Period Current service cost Interest cost Expected return on plan assets Actuarial Gain or Loss Net Gratuity cost Actuarial Assumptions a) Discount Rate (per annum) b) Expected rate of return on plan assets c) Annual Increase in Salary Cost 3.33 0.34 (0.12) 2.39 5.94 8.00% 8.00% 6.00% 0.84 0.11 (0.16) 1.06 1.85 8.00% 8.00% 6.00%

V.

To fund the obligations under the gratuity plan, contributions are made to Life Insurance Corporation of India. Past four years data for defined benefit obligation and fair value of plan Particulars 2005-06 2006-07 2007-08 (Rupees in Millions) For the Period From 1st April, 2008 to 31st December, 2008 8.31 2.08 (6.23)

Present value of defined benefit obligations at the end of the period [independent actuary] Fair value of plan assets at the end of the period Net assets / (liability) at the end of period

NA NA NA

NA NA NA

2.36 2.06 (0.30)

The actuarial liability for leave encashment and compensated absences as at the period ended 31st December, 2008 is Rs. 11.13 millions.( As at 31st March,2008 Rs 3.17 millions) 11. The Company’s activities during the year/period involve around setting up of its power project. Considering the nature of Company’s business and operation, there is/are no reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 – ‘Segment Reporting’, issued by the Institute of Chartered Accountants of India (ICAI). Foreign Currency Transactions:(Rupees in Millions)

12.

262

Particulars

For the Period From 1st April 2008 to 31st December 2008

For the Year ended March 31,2008

For the Year ended March 31, 2007

For the Year ended March 31, 2006

For the Year ended March 31, 2005

For the Year ended March 31, 2004

(a) C.I.F. Value of Imports - Capital Goods (b) Expenditure in Foreign Currency - Payment for Erection Works - Professional and Consultation Charges - Usance Interest and Other Charges -Traveling Expenses -Project Office Expenses - Other Payments 13.

11462.03 542.05 181.84 193.29 13.32 37.06 9.43

7,260.30 47.55 6.08 65.44 10.11 26.37 3.20

1,260.73 1.96 0.12 4.05 -

-

-

-

The Company does not use derivative instruments to hedge its Foreign Currency Exposure. Foreign currency exposure not hedged by derivative instruments as at December 31, 2008: Particulars As at December 31, 2008 2050.70 11421.31 13853.17 131.82 As at March 31, 2008 1,868.36 5286.90 15.95 4,552.16 75.75 As at March 31, 2007 1,265.38 847.93 3.81 As at March 31, 2006 (Rupees in Millions) As at As at March March 31, 31, 2004 2005 -

(a) Imports Creditors (b) Advance to Import Creditors (c) Bills payable (d) Loan under letter of credit (e) Usance Interest accrued but not due 14. 15. 16.

Previous year figures have been regrouped and rearranged wherever necessary to confirm to this period’s classification. Figures below Rs. 5,000/- are rounded off and represented by “0.00” in the Financial Statements and Nil balances are represented by “ – “. Related party disclosures as required by Accounting Standard – 18 issued by the Institute of Chartered Accountants of India:(a) List of Related Parties and Relationship

263

(I)

Related Parties where control exists: Subsidiaries Adani Power Maharashtra Ltd. (W.e.f. 11th April, 2007) (Formerly known as Adani Power Maharashtra Pvt. Ltd.) Adani Power Dahej Ltd. (W.e.f. 15th December, 2007) (Formerly known as Dahej Power Pvt. Ltd.) Adani Power Rajasthan Ltd. (W.e.f. 10th March, 2008) (Formerly known as Adani Power Rajasthan Pvt. Ltd.) Adani Power (Overseas) Ltd. (W.e.f. 13th October, 2008) Mundra Power SEZ Ltd. (W.e.f 27th October, 2008) Other related parties: (i) Holding Company: (ii) Fellow Subsidiaries: Adani Enterprises Limited Adani Global FZE Adani Energy Ltd. Adani Mining Private Limited PT Adani Global Adani Mundra SEZ Infrastructure Pvt. Ltd. (Formerly known as Adicorp Mundra SEZ Infrastructure Pvt. Ltd.)

(II)

(iii) Enterprise Controlled by Key Management Personnel/ Relatives of Key Management Personnel:

Aloka Real Estate Pvt. Ltd. Adani Infrastructure Services Pvt. Ltd. Mundra Port and Special Economic Zone Ltd. Adani Properties Pvt. Ltd. Gujarat Adani Aviation Pvt. Ltd. Ezy Global Adani Wilmar Ltd. Shri Gautam S. Adani (Chairman) Shri Rajesh S. Adani (Managing Director) Shri R. K .Gupta (Whole Time Director)

(iv) Associate Company: (III) Key Management Personnel:

264

(b) Balances and aggregate of transactions with these parties have been given below (In Rs. million)
Particulars For the period ended December 31, 2008 Value of Transactions (i) Advance for purchase of Steel Adani Global FZE 38.60 14.27 14.27 Dr. Balance For the year ended March 31, 2008 Value of Transactions Balance For the year ended March 31, 2007 Value of Transactions Balance For the year ended March 31, 2006 Value of Transactions Balance For the year ended March 31, 2005 Value of Transactions Balance For the year en March 31, 200 Value of Transactions B

(ii) Advance for Constructing Employee Township Adani Mundra SEZ Infrastructure Pvt Ltd 530.00 712.33 Dr 132.20 183.09 Dr 50.89 50.89 Dr -

(iii) Sharing of Common Expenses Mundra Port and Special Economic Zone Ltd Adani Enterprise Ltd 48.54 0.73 Dr. 13.50 2.01 Cr 6.62 8.49 10.74 Cr. 14.40 15.91 Cr. -

(iv) Bank guarantee and LC Commission charges Adani Enterprise Ltd 10.74 -

(v) Purchase of Material Adani Enterprise Ltd 17.25 9.00 5.04 -

(vi)Loan Received and Interest thereon Adani Enterprise Ltd 110.22 -

(vii) Share Application Money Adani Enterprise Ltd Mundra Port and Special Economic Zone Ltd 0.60 Cr 2553.70 360.60 Cr 2,797.40 68.00 200.00 Cr. 68.00 68.00 Cr. -

(viii) Equity Contribution Priti G Adani Shilin R Adani Pushpa V Adani 1.80 1.80 1.80 1 1 1

265

Particulars

For the period ended December 31, 2008 Value of Transactions Balance -

For the year ended March 31, 2008 Value of Transactions Balance -

For the year ended March 31, 2007 Value of Transactions Balance -

For the year ended March 31, 2006 Value of Transactions Balance -

For the year ended March 31, 2005 Value of Transactions Balance -

For the year en March 31, 200 Value of Transactions 1.80 1.80 B 1 1

Suvarna M Adani Ranjan V Adani

-

(ix) Deposit for Rent Adani Properties Pvt Ltd 10.00 10.00 Dr -

(x) Rent Adani Properties Pvt Ltd Adani Wilmar Ltd Mundra Port and Special Economic Zone Ltd 0.32 0.70 0.93 0.70 0.81 0.11 Cr 5.89 0.07 0.44 0.07 Cr. 0.04 0.34 -

(xi) Purchase of Desalination Plant Adani Wilmar Ltd 26.65 -

(xii) Purchase of Fixed Assets Mundra Port and Special Economic Zone Ltd Adani Power Maharashtra Ltd 368.86 0.89 -

(xiii) Lease Rent, Infrastructure Usage Charges and Land Charges Mundra Port and Special Economic Zone Ltd 585.44 1015.70 Cr 4703.42 1575.70 Cr 2645.71 2046.25Cr -

(xiv) Salary & Allowances Shri R K Gupta 3.36 3.43 1.74 -

(xv) Advance under Coal Supply Agreement entered into Adani Enterprise Ltd 1500.00 Dr 1500.00 1500.00 Dr -

(xvi) Electricity Charges Adani Wilmar Limited 0.33 0.07 Cr 0.31 0.08 Cr -

266

Particulars

For the period ended December 31, 2008 Value of Transactions Balance

For the year ended March 31, 2008 Value of Transactions Balance

For the year ended March 31, 2007 Value of Transactions Balance

For the year ended March 31, 2006 Value of Transactions Balance

For the year ended March 31, 2005 Value of Transactions Balance

For the year en March 31, 200 Value of Transactions B

(xvii) Storage charges, Terminal Handling Charges, etc. Mundra Port and Special Economic Zone Ltd 20.98 0.55 Cr. 3.97 3.97 Cr -

(xviii) Loans to Companies Adani Energy Ltd Aloka Real Estate Pvt Ltd Adani Power Rajasthan Limited Adani Power Dahej Ltd Adani Power Overseas Ltd 361.60 362.21 Dr 200.00 600.00 0.61 0.61 Dr -

(xix) Fuel Expenses Adani Energy Ltd

0.04

-

0.07

0.01 Cr

0.01

-

-

-

-

-

-

(xx) Reimbursement of Expenses PT Adani Global Adani Mining Pvt Ltd Adani Energy Ltd Adani Infrastructure Services Pvt Ltd Gujarat Adani Aviation Pvt Ltd Mundra Power SEZ Ltd 1.75 0.12 0.19 10.93 0.03 2.69 Cr 0.03 Dr 0.51 0.50 0.50 Cr -

(xxi) Purchase of Furniture Ezy Global (xxii) Loan from relative of Director Pritiben G. Adani (Loan Repayment) 9.10 0.41 -

(xxiii) Interest on Loan from Companies

267

Particulars

For the period ended December 31, 2008 Value of Transactions Balance -

For the year ended March 31, 2008 Value of Transactions 3.29 4.41 Balance -

For the year ended March 31, 2007 Value of Transactions Balance

For the year ended March 31, 2006 Value of Transactions Balance -

For the year ended March 31, 2005 Value of Transactions Balance -

For the year en March 31, 200 Value of Transactions B

Adani Energy Limited Aloka Real Estate Pvt Ltd

-

(xxiv) Investments Adani Power Maharashtra Pvt Limited Adani Power Maharashtra Ltd (Share Application Money) Adani Power Dahej Ltd (Share Application Money) Adani Power Rajasthan Limited Adani Power Dahej Limited Adani Power Overseas Ltd 0.40 1698.73 375.60 0.40 0.40 0.52 0.50 Dr 1972.00 Dr 401.90 Dr 0.50 Dr 0.50 Dr 0.52 Dr 273.27 26.30 0.10 0.10 273.27 Dr 26.30 Dr 0.10 Dr 0.10 Dr -

268

ANNEXURE VI: STATEMENT OF ACCOUNTING RATIOS, AS RESTATED
Particulars As at December 31, 2008 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006 As at March 31, 2005 As at March 31, 2004

Face Value per Equity Share as restated ( Rs.) Earnings / (Loss) Per Share - Basic Earnings / (Loss) Per Share - Diluted Earnings / (Loss) Per Share Return on Net Worth % Net Asset Value per Equity Share (Rs.) Total Debt / Equity Ratio Interest Coverage Ratio Debt Ratio Service Coverage

10.00 (0.02) (0.02) (0.00) 10.07 2.07 NA NA 936,135,779

10.00 (0.15) (0.04) (0.00) 22.57 0.50 NA NA 256,872,079

10.00 (0.26) (0.26) (0.01) 9.91 0.55 NA NA 88,146,250

10.00 (0.13) (0.13) (0.00) 9.87 NA NA 950,000

10.00 (0.12) (0.12) (0.00) 9.88 NA NA 950,000

10.00 (0.32) (0.32) (0.00) 9.88 NA NA 350,000

Weighted average number of equity shares outstanding during the year / period* Add : Effect of number of equity shares on conversion of Fully paid up Cumulative Compulsory Participatory Preference Shares Add : Effect of number of equity shares on issue of Bonus Shares Total Potential Weighted average number of equity shares outstanding during the year / period* Total number of equity shares outstanding at the end of the year / period
* Face value of Rs 10 each. Notes: 1

-

32,059,002

-

-

-

-

787,313,868

787,313,868

-

-

-

-

1,723,449,647

1,076,244,949

88,146,250

950,000

950,000

350,000

1,771,456,203

552,083,333

260,690,000

950,000

950,000

950,000

The ratios have been computed as below: Basic Earnings per Share (Rs.) Diluted Earnings per Share (Rs.) Return on Net Worth % Net Asset Value per Equity Share (Rs.) Total Debt / Equity Ratio Net profit / (loss) as restated, attributable to equity shareholders Weighted average number of equity shares outstanding during the year / period Net profit/(loss) as restated before extraordinary items, attributable to equity shareholders Potential Weighted average number of equity shares outstanding during the year / period Net profit / (loss) after tax, as restated Net worth Net Worth less Preference Share Capital less Misc. Expenditure less Share Application Money Number of equity shares outstanding at the end of the year Long term Debt + Short Term Debt Equity Share Capital + Preference Share Capital + Reserves and Surplus

2

Net worth means Equity Share Capital + Preference Share Capital + Other Reserves and Surplus.

269

3 4

Other Reserves and Surplus excludes Redemption Reserve for Preference Share Capital Account and Includes General Reserve, Debenture Redemption Reserve and Capital Redemption Reserve. The figures disclosed above are based on the standalone restated financial statements of the Company.

270

ANNEXURE VII: DETAILS OF RATES OF DIVIDEND Particulars Face Value (Rs./ Share) For the period ended December 31, 2008 For the Year ended March 31, 2008 For the Year ended March 31, 2007 For the Year ended March 31, 2006 (Rs. in Millions) For the For the Year Year ended ended March March 31, 31, 2005 2004

Class of Shares Equity Share Capital 0.01% Cumulative Compulsory Convertible Participatory Preference Shares Dividend 10 10 17,714.56 5,520.83 2,606.90 - 1,500.00 9.50 9.50 9.50 -

NIL

NIL

NIL

NIL

NIL

NIL

Dividend Tax

NIL

NIL

NIL

NIL

NIL

NIL

271

ANNEXURE VIII: STATEMENT OF TAX SHELTERS Particulars For the period ended December 31, 2008 For the Year ended March 31, 2008 For the Year ended March 31, 2007 (Rs. in Millions) For the For For the Year the Year ended Year ended March ended March 31, March 31, 2006 31, 2004 2005 36.59% 35.88% 36.75% -

Income Tax Rates applicable Net Profit/ (Loss) before tax as restated Tax at Notional Rates Adjustments : Income from other Sources considered separately - Short Term Capital Gain Taxable at Current Rates - Interest earned on Surplus Fund during Construction Period Net Adjustments Tax Saving / (Liabilities) Thereon Interest u/s 234 Tax Payable for the year / period

33.99% -

33.99% -

33.66% -

-

-

-

-

-

-

36.48 36.48 (12.40) (12.40)

28.11 79.15 107.26 (36.46) (36.46)

23.48 23.48 (7.90) (0.13) (8.03)

-

-

-

The figures for the nine months period ended December 31, 2008 are based on the provisional computation of total income prepared by the company and are subject to any changes that may be considered at the time of final filing the return of income for the year ending March 31, 2009

272

ANNEXURE IX: CAPITALIZATION STATEMENT AS AT DECEMBER 31,2008 Particulars Long Term Debt Short Term Debt Total Debt Shareholders' Funds - Equity Share Capital - Preference Share Capital Reserves as restated - Securities Premium Account - Profit and Loss Account - Other Reserve and Surplus Total Shareholders' Funds Long Term Debt / Equity Total Debt / Shareholders' funds 285.44 18,000.00 1.64 2.07 Pre-Issue 29,523.85 7,688.06 37,211.91 (Rs. In Millions) Post Issue -

17,714.56 -

-

Notes: 1 Short term debts represents debts which are due within twelve months from December 31, 2008 and includes current portion of Long term debt. 2 3 4 5 Long term debt represents debt other than short term debt, as defined above. The figures disclosed above are based on the restated summary statement of assets and liabilities of the company as at December 31,2008. Long Term debt / Equity = Long Term Debt Shareholders' Funds

The corresponding post issue figure are not determinable at this stage pending the completion of the Book Building Process and hence have not been furnished.

273

ANNEXURE X: DETAILS OF OTHER INCOME Particulars (Rs. in Millions) For the For the For the For the For the For the Year period Year ended Year Year ended Year ended ended March ended March 31, ended March March 31, 2004 December 2008 March 31, 2006 31, 2005 31 2008 31, 2007 -

Other Income TOTAL

274

ANNEXURE XI: Administrative and General Expenditure (Rs. in Millions) Particulars For the For the period ended Year December ended 31, March 2008 31, 2008 17.84 0.37 0.08 18.29 11.12 3.02 0.51 0.07 14.72 For the Year ended March 31, 2007 22.51 0.32 22.83 For the Year ended March 31, 2006 0.01 0.01 For the Year ended March 31, 2005 0.01 0.01 For the Year ended March 31, 2004 0.01 0.01

Professional Fees Statutory Expenses Auditor's Remuneration Directors' Sitting Fees Total

275

ANNEXURE I: SUMMARY OF CONSOLIDATED PR OFIT AND LOSS ACCOUNT, AS RESTATED Particulars For the period from April 1,2008 to December 31, 2008 (Rs. in Millions) For the Year March 31,2008

I Income Income from Operations Other Income Total Income II Expenditures Operating Expenses Personnel Expenses Administrative and General Expenses (Refer Annexure -XI) Depreciation / Amortisation Total Expenditures III Profit/ (Losses) before Tax, Prior Period and Extra Ordinary Items - Prior Period Items and Extraordinary Items Profit / (Loss) before Tax IV Provision For Tax - Current Tax - Deferred Tax (credit) / Charges Net Profit / (Loss) after Tax Adjustments (Net of Tax) Net Profit / (Losses) as Restated VI Balance brought forward from Previous Year Accumulated Losses carried forward

-

-

24.04 -

71.79 -

24.04 (24.04) (24.04)

71.79 (71.79) (71.79)

(24.04) (24.04) (71.79) (95.82)

(71.79) (71.79) (71.79)

V

Note: The above statement should be read with the Significant Accounting Policies and Notes to Consolidated Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

276

ANNEXURE - II: SUMMARY STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES, AS RESTATED (Rs. in Millions) As at As at December 31, March 31,2008 Particulars 2008 I Fixed Assets Gross Block Less : Accumulated Depreciation / Amortisation Net Block Capital Work- in- Progress (including Capital Advances) Project Development Expenditure Construction Material at site (Includes Goods in Transit at cost)

310.10 30.63 279.47 50,780.98 5,753.36 196.15

183.51 12.54 170.97 22,274.44 2,000.92 149.05

57,009.96 II Investments III Current Assets, Loans and Advances Cash and Bank Balances Loans and Advances A= (I+II+III) IV Liabilities and Provisions Secured Loans Unsecured Loans Current Liabilities Provisions B = IV NET WORTH (A-B) Net Worth Represented by Share Capital - Equity Shares - Preference Shares Share Application Money pending Allotment Reserves and Surplus Less : -Misc Expenditure -Debit Balance in Consolidated Profit And Loss Account NET WORTH 312.59 2,119.70 3,782.49 5,902.19 63,224.74 29,523.85 7,688.06 6,447.33 21.42 43,680.66 19,544.08

24,595.38 532.40 1,920.97 1,762.45 3,683.42 28,811.20 10,111.74 4,354.42 6.23 14,472.39 14,338.81

17,714.56 1,736.62 285.44 96.71 95.82 19,544.08

5,520.83 1,500.00 410.60 6,979.17 71.79 14,338.81

Note: The above statement should be read with the Significant Accounting Policies and Notes to Consolidated Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V.

277

ANNEXURE III: SUMMARY STATEMENT OF CONSOLIDATED CASH FLOW, AS RESTATED Particulars For the period from April 1, 2008 to December 31, 2008 (Rs. in Millions) For the Year March 31, 2008

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit / (Loss) before tax, as restated Operating profit before working capital changes Net Cash from / (Used) in operating activities (B) CASH FLOW FROM INVESTING ACTIVITIES (Purchase) / Sale of Fixed Assets (Purchase) / Sale of Investments (Net) Capital Work in Progress Advance to Holding Company Taxes paid Net Cash Flow from Investing Activities (C) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Equity Shares Proceeds from Issue of Preference Shares Increase in Share Application Money Long Term Borrowings Short Term Borrowings Misc. Expenditure Net Cash Flow from Financing Activities Net Change in Cash and Cash Equivalents ( A+B+C) Cash and Cash Equivalents at the beginning of the year / period Cash and Cash Equivalents at the end of the year / period

(24.04) (24.04)

(71.79) (71.79)

(126.59) 219.81 (32,191.66) (8.27) (32,106.71)

(171.57) (532.39) (17,150.46) (1,500.00) (23.58) (19,378.00)

4,000.00 1,326.02 19,412.11 7,688.06 (96.71) 32,329.48 198.74 1,920.97 2,119.70 198.73

9,893.60 1,500.00 809.74 8,670.27 20,873.61 1,423.82 497.15 1,920.97 1,423.82

Cash and cash equivalents include: Cash on hand With Scheduled banks: Current Accounts Fixed Deposit Margin Money Deposit against Bank Guarantee 0.35 726.03 560.00 827.96 0.69 1,497.36 77.50 343.00

278

Particulars

For the period from April 1, 2008 to December 31, 2008 5.36 2,119.70

For the Year March 31, 2008

With Non-Scheduled Bank: Current Account

2.42 1,920.97

Notes: 1. The above statement should be read with the Significant Accounting Policies and Notes to Consolidated Statement of Assets and Liabilities, Profit and Loss Account and Cashflows as appearing in Annexure V. 2. The Cash Flow Statement has been prepared under the 'Indirect Method' set out in Accounting Standard 3 'Cash Flow Statement' issued by the Institute of Chartered Accountants of India. 3. Negative Figures have been shown in brackets.

279

ANNEXURE IV A: FIXED ASSETS AS AT 31ST DECEMBER 2008 GROSS BLOCK (AT COST) Deductions / Additions Adjustments As at Dec during the 31, 2008 during the Period Period 66.87 2.08 13.04 4.12 71.02 31.91 32.62 15.88 38.29 8.69 15.81 8.24 0.02 0.02 61.33 44.55 11.10 11.10 126.59 310.10 DEPRECIATION Deductions / For the Adjustments Period during the Year 0.50 4.23 2.15 1.42 4.12 3.05 0.01 1.80 0.81 18.09 (Rs. in Millions) NET BLOCK As at Dec 31, 2008 1.15 4.25 2.55 3.46 6.94 8.74 0.01 2.72 0.81 30.63 As at Dec 31, 2008 65.72 8.79 68.47 29.16 31.35 7.07 0.01 58.61 10.29 279.47

Particulars

As At 1st April, 2008 64.79 8.92 39.11 16.74 29.60 7.57 16.78

As At 1st April, 2008 0.65 0.02 0.40 2.04 2.82 5.69 0.92 12.54

Leasehold Land Building Plant and Machinery Office Equipments Computers Furniture and Fixtures Electrical Installation Vehicles Computer Software TOTAL

183.51

280

ANNEXURE IV B: FIXED ASSETS AS AT 31ST MARCH 2008 Particulars GROSS BLOCK (AT COST) Additions Deductions / during the Adjustments Year during the Year
64.79 8.92 39.11 15.62 25.12 6.29 11.72 171.57 -

As At 1st April, 2007
1.12 4.48 1.28 5.06 11.94

As at March 31, 2008
64.79 8.92 39.11 16.74 29.60 7.57 16.78 183.51

As At 1st April, 2007
0.20 0.37 0.66 0.26 1.49

DEPRECIATION For On Deductions the / Adjustments Year during the Year
0.65 0.02 0.40 1.84 2.45 5.03 0.66 11.05 -

(Rs. in Millions) NET As at As at March March 31, 31, 2008 2008
0.65 0.02 0.40 2.04 2.82 5.69 0.92 12.54 64.14 8.90 38.71 14.70 26.78 1.88 15.86 170.97

Leasehold Land Building Plant and Machinery Office Equipments Computers Furniture and Fixtures Electrical Installation Vehicles Computer Software TOTAL

281

ANNEXURE IV B: CAPITAL WORK IN PROGRESS (Rs. In Millions) As at March 31, 2008 2,714.97 1,647.93 8,953.63 238.77 1.65 28.73 1,335.28 79.90 11.43

Particulars Leasehold Land and Site Development Building and Civil Works Plant and Machinery (Including Goods in Transit) Electrical Installation Railway Sidings Desalination Plant Transmission Line Coal mine SAP Software consultant Advance for Capital Expenditures Advance to Contractors / Suppliers (Includes Rs. 712.32 Millions (As at March 31, 2008 - Rs. 183.09 Millions) due from a Company under the same management as defined in Section 370(1-B) - Adani Mundra SEZ Infrastructure Pvt. Ltd.) (Maximum amount due during the year - Rs. 712.33 Millions (As at March 31, 2008 - Rs. 183.09 Millions) (Includes Rs. 200.00 Millions (As at 31st March 2008 - Rs Nil) due from the Company under same management as defined in section 370(1-B) - Adani Infrastructure and Developers Private Limited.) (Maximum amount due during the year Rs. 200.00 Millions. (As at 31st March 2008 - Rs. Nil)) Total

As at December 31,2008 2,771.84 2,665.99 22,254.63 1,601.17 46.42 179.21 3,262.63 84.49 30.70

17,883.90

7,262.15

50,780.98

22,274.44

282

ANNEXURE IV C: PROJECT DEVELOPMENT EXPENDITURE As at December 31,2008 487.40 24.44 119.53 187.58 14.67 4,200.02 12.21 523.33 7.74 28.42 135.99 2.94 61.91 92.76 30.77 61.99 5,991.70 (Rs. in Millions) As at March 31, 2008 153.60 7.73 49.73 88.86 6.30 1,216.56 7.83 385.23 4.18 27.09 62.17 0.76 32.69 53.02 12.68 53.66 2,162.09

Particulars Salary and Allowances Contribution to Provident fund and Other Funds Employee Welfare Expenses Administration and Office Expenses Communication Expenses Interest and Finance Charges Miscellaneous Expenses Professional Fees Stationary and Courier Expenses Statutory Expenses Travelling Expenses Sub Lease Rent for land Vehicle running expenses Project Insurance Depreciation Provision for Taxes (Including Fringe Benefit Tax) Total : Less : Other Income Gain on Sale of Securities / Treasury Bills Interest (Net of Tax Deducted at source Rs 9.24 Millions) Dividend Income Other Income Total : Grand Total

28.11 162.76 32.18 15.29 238.34 5,753.36

28.11 116.62 4.18 12.26 161.17 2,000.92

283

ANNEXURE IV D: DETAILS OF INVESTMENTS Particulars As at December 31, 2008 0.01 0.01 (Rs. in Millions) As at March 31, 2008

1. LONG TERM INVESTMENTS UNQUOTED

Sub total

0.01 0.01

2.NON TRADE NQUOTED National Saving Certificates (Lying with Government Authorities) Sub total 3. CURRENT I N VESTMENTS Other Investments - mutual Funds DWS Liquid Plus Fund DWS Insta Cash Fund DWS money Plus Fund SBI-SHF Liquid Plus - Institutional Plan Birla Sunlife Cash Plus - Institutional Premium Birla Sunlife Liquid Plus - Institutional Plan * ICICI Prudential Inst Liquid Plan - Super Institutional Plan * Sub total GRAND TOTAL

120.46 100.30 40.00 51.82 312.58 312.59

230.85 0.25 301.29 532.39 532.40

* Investments made out of "Trust & Retention Account" as per the terms agreed with the lenders and pending utilisation thereof for the project.

284

ANNEXURE IV E: DETAILS OF CURRENT ASSETS, LOANS AND ADVANCES (Rs. in Millions) As at March 31,2008 0.69 1,497.36 77.50 343.00 2.42 1,920.97

Particulars

As at December 31,2008 0.35 726.03 827.96 560.00 5.36 2,119.70

Cash and Bank Balances Cash and Cheques on Hand Balances with Scheduled Banks - In Current Accounts - In Margin Money Accounts - In Deposit Accounts Balances with Non-Scheduled Banks - In Current Accounts
(Maximum Balance outstanding during the period in current account with Bank of China is Rs 29.12 Millions As at 31st March, 2008 - Rs. 7.11 Millions)

Unsecured, Considered good Advances Recoverable in Cash or in Kind or for Value to be received * Advances to Adani Enterprises Ltd (Against Coal Supply Agreement) ** Interest receivable Security Deposits Deposit with Sales Tax Authorities Prepaid Expenses Advance Tax including Tax Deducted at Source (Net of Provision) 2,068.26 1,500.00 35.61 144.76 0.03 30.61 3.22 3,782.49 38.81 1,500.00 11.91 172.29 0.03 39.41 1,762.45

Total

5,902.19

3,683.42

285

Notes: *Selective Financial Information on Loans and Advances as at December 31, 2008 is as follows: (Rs. in Millions) Particulars As at December31,2008 As at March 31,2008

Advances Recoverable in Cash or in Kind or for Value to be received - Considered Good - From Promoter Group Companies - From Associate Companies - From Others - Considered Doubtful Less : Provision for doubtful loans and advances Total ** Companies under the same management. Maximum amount outstanding during the period is as under: Adani Enterprises Ltd. - Rs. 1,500.00 Millions (As at 31st March, 2008 - Rs. 1,500.00 Millions) 2,068.26 2,068.26 38.81 38.81

286

ANNEXURE IV F: DETAILS OF LOANS SECURED LOANS Particulars As at December 31, 2008 (Rs. in Millions) As at March 31, 2008

Term Loans from Banks Term Loans Bills discounted under Letters of Credit (To be converted into Term Loans) TOTAL UNSECURED LOANS Particulars As at December 31, 2008 7,688.06 7,688.06 (Rs. in Millions) As at March 31, 2008 15,670.68 13,853.17 29,523.85 5,559.58 4,552.16 10,111.74

Term Loans from Banks (Repayable within one year) TOTAL I. 1. The above borrowings are secured by:

Secured Loans aggregating to Rs. 19579.47 Millions (As at 31st March, 2008 - Rs. 8961.74 Millions) are secured by: (a). (b). First mortgage and charge on all immovable and movable assets, both present and future of Phase I & Phase II, on pari passu basis; and Corporate Guarantee provided by Mundra Port and Special Economic Zone Limited for Rs. 1310.00 Millions.

2.

Secured Loans aggregating to Rs.9355.37 Millions (As at 31st March, 2008 - Rs. 1,150.00 Millions) are secured by first mortgage and charge on all immovable and movable assets, both present and future of Phase III. Secured Loans aggregating to Rs.589.01 Millions (As at 31st March, 2008 - NIL) (Subordinate Debt) are secured by second mortgagee and charge on all immovable and movable assets, both present and future of Phase III. The above Secured Loans are further secured by pledge of 531,436,831 Equity Shares of the Company through execution of Pledge Agreement with Adani Enterprise Limited as: (a). (b). First charge for Secured Loans from banks aggregating to Rs. 28934.84 Millions (As at 31st March, 2008 - Rs.10,111.74 Millions); and Second charge for Secured Loans from banks aggregating to Rs. 589.01 Millions (As at 31st March, 2008 – NIL).

3.

4.

5. II.

Out of above Loans, payable within 12 months is Nil. (As at 31st March 2008 - Nil). The figures disclosed above are based on the consolidated restated financial statements of the Company.

287

ANNEXURE - IV G: CURRENT LIABILITIES AND PROVISIONS (Rs. in Millions) As at As at December 31, March 31, 2008 2008

Particulars

Current Liabilities Sundry Creditors Bills Payable under Letter of Credit Interest Accrued but not Due on Loans Other Liabilities Provisions Provision for Taxation Provision for Employee Benefits

4,129.60 183.53 165.64 1,968.56 6,447.33

4,142.31 15.97 80.04 116.10 4,354.42

21.42 21.42

2.58 3.65 6.23 4,360.65

Total

6,468.75

288

ANNEXURE IV H: SHARE CAPITAL AND RESERVES AND SURPLUS, AS RESTATED Particulars (Rs. in Millions) As at As at March December 31, 31, 2008 2008

Issued, Subscribed and Paid - up Equity Share Capital Equity Shares of Rs.10/- Each fully paid up Total : Preference Share Capital 0.01% Cumulative Compulsorily Convertible Participatory Preference Shares of Rs. 10/- Each fully paid up Total : Reserves and Surplus Share Premium # Total : 285.44 285.44 Total # Utilised for issue of bonus shares 18,000.00 6,979.17 6,979.17 14,000.00 17,714.56 17,714.56 5,520.83 5,520.83

-

1,500.00 1,500.00

289

ANNEXURE V SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES, PROFIT AND LOSS ACCOUNT AND CASHFLOWS, AS RESTATED: (A) 1) Significant Accounting Policies Basis of preparation of consolidated financial statements The consolidated financial statements are prepared by consolidating the accounts of Adani Power Limited with those of its subsidiaries in accordance with generally accepted accounting principles and in consonance with Accounting Standard 21 – ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India. The financial statements have been prepared under the historical cost convention on accrual basis. 2) Use of estimates The preparation of financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods. 3) Principles of consolidation The consolidated financial statements comprise the financial statements of Adani Power Limited and its wholly owned subsidiaries. The consolidated financial statements have been combined on a line-by-line basis by adding the book values of like items of assets and liabilities after eliminating intra-group balances/transactions in full. These consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent company for its separate financial statements. 4) Fixed assets Fixed assets are stated at cost of acquisition including any attributable cost for bringing the assets to its working condition for its intended use, less accumulated depreciation and impairment losses, if any. Borrowing costs directly attributable to qualifying assets / capital projects are capitalized and included in the cost of fixed assets. 5) Project Development Expenditure Expenditure related to and incurred during implementation of capital projects is included under “Capital Work in Progress” or “Project Development Expenditure” as the case may be. The same will be allocated to the respective fixed assets on completion of construction/ erection of the capital project/ fixed assets.

290

6)

Intangible Assets Computer Software cost is capitalised and recognised as Intangible Assets in terms of Accounting Standard -26 “Intangible Assets” based on materiality, accounting prudence and significant economic benefits expected to flow therefrom for a period longer than one year.

7)

Depreciation i) ii) iii) iv) v) Depreciation on fixed assets is provided on Straight Line Method at rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on Assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition/ disposal. Assets costing less than Rs.5,000/- are written off in the year of purchase. Intangible assets are amortized over a period of 5 years. Leasehold land will be amortised over a period of lease.

8)

Leases The Company’s significant leasing arrangements are in respect of operating leases for land, office premises, residential facilities for employees and guest houses. The leasing arrangement range between 11 months and fourteen years, and are renewable by mutual consent on agreed Terms. The aggregate lease rentals payable are charged as rent expenses under “Project Development Expenditure”.

9)

Investments Long term investments are stated at cost. Provision for diminution in the value of long-term investments is made only if, such a decline is other than temporary in the opinion of the management. Current Investments are carried at lower of cost or fair value.

10)

Borrowing costs Borrowing costs that are attributable to the acquisition / construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use.

11)

Impairment of assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the period in which an asset is identified as impaired. The impairment loss, if any, recognized in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

12)

Foreign exchange transactions i) ii) Transactions denominated in foreign currencies are normally recorded at the exchange rates prevailing at the time of the transaction. Monetary items denominated in foreign currencies at the balance sheet date are restated at the rates prevailing on that date. In case of monetary items which are covered by forward exchange contracts, the difference between the rate prevailing on the balance

291

sheet date and rate on the date of the contract is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the contract. iii) iv) Non monetary foreign currency items are carried at cost. Any income or expense on account of exchange difference either on settlement or on translation in respect of the project cost is recognized as “Capital Work in Progress” or “Project Development Expenditure” as the case may be.

13)

Employee benefits i) Gratuity: The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employee through Group Gratuity scheme of Life Insurance of India. The Company Accounts for the liability for the gratuity benefits payable in future based on an independent actuarial valuation carried out using Projected Unit Credit Method considering discounting Rate relevant to Government Securities at the Balance Sheet Date. ii) Provident Fund: Retirement Benefits in the form of Provident Fund and Family Pension Fund, which are defined benefit contribution schemes, are charged to the Project Development Expenditure Account for the period, in which the contributions to the respective funds accrue till the commencement of commercial production. iii) Leave Encashment: Provision for Leave Encashment is determined and accrued on the basis of actuarial valuation.

14)

Taxes on Income Provision for income tax is made on the basis of estimated taxable income for the year at current rates. Current Tax represents the amount of Income Tax Payable/Recoverable in respect of the taxable income/loss for the reporting period.

15)

Miscellaneous expenditure (to the extent not written off or adjusted) Preliminary expenses are charged to the Profit and Loss Account for the period in which the expenses are incurred.

16)

Provisions, contingent liabilities and contingent assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

(B)

Notes on Accounts 1. Details of Subsidiaries:-

292

The Consolidated financial statements comprise the financial statements of the parent company, Adani Power Limited (APL) and the following wholly owned subsidiaries (together referred to as Group): Name of the subsidiary Country of Incorporation Effective Ownership in subsidiaries as at 31.12.2008 Adani Power Maharashtra Ltd. (formerly known as Adani Power Maharashtra Pvt. Ltd.) (w. e. f. – 11th April 2007) Adani Power Dahej Ltd. (formerly known as Dahej Power Pvt. Ltd.) (w. e. f. – 15th December 2007) Adani Power Rajasthan Ltd. (formerly known as Adani Power Rajasthan Pvt. Ltd.) (w. e. f. – 25th January 2008) Adani Power (Overseas) Limited (w. e. f. – 13th October 2008) India 100% 31.03.2008 100%

India India

100% 100%

100% 100%

United Arab Emirates

100%

-

Mundra Power SEZ Ltd (w.e.f 27th October 2008) 2.

India

100%

-

Share Issue Expenses incurred in connection with the proposed IPO of the Company is shown under Miscellaneous Expenditure (to the extent not written off or adjusted). Such expenditure would be adjusted against the Share Premium Account as and when shares will be issued after completion of the IPO. Contingent liabilities not provided for in respect of: Particulars (Rupees in Millions) As at 31st December, As at 2008 31st March, 2008 204,938.54 4,518.00 6,960.31 22,867.18 162,228.52 3,140.00 4,944.20 22,250.00

3.

Estimated amount of contracts remaining to be executed on capital account and not provided for Guarantees issued by the Company’s bankers on behalf of the Company Letter of Credit facilities provided by banks Bonds submitted to Development Commissioner on behalf of Government of India 4.

For the limited purpose of including in the Draft Red Herring Prospectus (DRHP), in the restated consolidated financial information for the year ended on 31st March, 2008, Profit and Loss Account for that year has been prepared and preliminary expenses and certain other expenses (as shown in the Profit and Loss Account), have been charged to the Profit and Loss Account as against the same shown in the audited financial statements

293

under (i) Miscellaneous Expenditure (to the extent not written off or adjusted) and (ii) Project Development Expenditure. 5. The Project Development Expenditure includes Managing Director’s Remuneration:Particulars Managerial Remuneration to the Managing Director The Above is Inclusive of: (a) Salary and Allowances (b) Estimated Value of Benefits in cash or in kind provided to Managing Director (c) Contribution to Provident & other Funds (d) Contribution to Gratuity Fund 6. The Auditor’s remuneration includes:For the period ended 31st December, 2008 0.37 1.21 0.17 1.75 (Rupees in Millions) For the year 2007-2008 0.40 0.11 0.51 (Rupees in Millions) For the period ended 31st For the year December, 2008 2007-2008 3.36 3.43 2.55 0.60 0.15 0.06 2.75 0.44 0.19 0.05

Audit Fees Certification Work required to be done by the Statutory Auditors Certification Work Total 7. Operating Leases:Future Minimum Lease Payments Not later than one Year Later than one year and not later than five years Later than five years 8.

As at 31st December, 2008 73.29 41.19 31.02

(Rupees in Millions) As at March 31, 2008 16.37 8.69 5.05

There are no Micro, Small and Medium Enterprises, to whom the Group owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. The Group’s activities during the period involve around setting up of its power project. Considering the nature of Company’s business and operation, there is/are no reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 – ‘Segment Reporting’, issued by the Institute of Chartered Accountants of India (ICAI). The Group operates a defined benefit plan (the gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement,

9.

10.

294

death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The status of gratuity plan as required under AS-15 (revised): (Rupees in Millions) For the period Gratuity as at from 1st April, March 31, 2008 2008 to 31st December, 2008 Reconciliation of Opening and Closing Balances of defined benefit obligation Particulars Liability at the beginning of the Year/Period Current Service Cost Interest Cost Expected Return on Planed Assets Net Actuarial losses (gain) recognised in Period Liability at the end of the Year/Period II. Plan assets at the beginning of the Year/Period, at Fair value Expected return on plan assets Contributions Actuarial gain/(loss) on plan assets 2.36 3.55 0.35 2.98 9.24 2.06 0.12 (0.10) 0.51 0.84 0.11 0.90 2.36 0.31 0.16 1.75 (0.16)

I.

Reconciliation of Opening and Closing Balances of the Fair value of Plan assets

III.

Plan assets at the end of the Year/Period, at Fair 2.08 2.06 Value Reconciliation of the Present value of defined benefit obligation and Fair value of plan assets Obligations at the end of the Year 9.24 2.36 Plan assets at the end of the Year, at Fair Value Liability recognized in balance sheet 2.08 7.16 3.55 0.35 (0.12) 3.09 6.87 8.00% 8.00% 6.00% 2.06 0.30 0.84 0.11 (0.16) 1.06 1.85 8.00% 8.00% 6.00%

IV.

Gratuity Cost for the Year Current service cost Interest cost Expected return on plan assets Actuarial Gain or Loss Net Gratuity cost

V.

Actuarial Assumptions Discount Rate (per annum) Expected rate of return on plan assets Annual Increase in Salary Cost

To fund the obligations under the gratuity plan, contributions are made to Life Insurance Corporation of India. Past four years data for defined benefit obligation and fair value of plan

295

200506

200607

200708

(Rupees in Millions) From the Period 1st April, 2008 to 31st December, 2008 9.24 2.08 (7.16)

Present value of defined benefit obligations at the end of the period [independent actuary] Fair value of plan assets at the end of the period Net assets / (liability) at the end of period

NA NA NA

NA NA NA

2.36 2.06 (0.30)

The liability for leave encashment and compensated absences, as at the period ended 31st December 2008, is Rs. 12.18 Millions. (As at 31st March, 2008 – Rs. 3.29 Millions) 11. Related party disclosures as required by Accounting Standard – 18 issued by the Institute of Chartered Accountants of India:(a) (I) (i) (ii) List of Related Parties and Relationship Related parties: Holding Company: Fellow Subsidiaries: Adani Enterprises Limited Adani Global FZE Adani Energy Ltd. Adani Mining Private Limited PT Adani Global Adani Infrastructure and Developers Pvt. Ltd Adani Mundra SEZ Infrastructure Pvt. Ltd.

(iii)

Enterprise Controlled by Key Management Personnel/ Relatives of Key Management Personnel: Adani Infrastructure Services Pvt. Ltd. Adani Properties Pvt. Ltd. Aloka Real Estate Pvt. Ltd. Ezy Global Gujarat Adani Aviation Pvt. Ltd Mundra Port and Special Economic Zone Ltd. Associate Company: Adani Wilmar Ltd. Shri Gautam S. Adani (Chairman) Shri Rajesh S. Adani (Managing Director) Shri R. K .Gupta (Whole Time Director)

(iv) (II)

Key Management Personnel:

296

(a)

Transactions with Related Parties Description Name of Related Party Adani Global FZE Adani Mundra SEZ Infrastructure Pvt. Ltd. Adani Enterprises Ltd. Nature of Relationship Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008 38.60 530.00 132.20 48.54 0.00 0.22 16.08 0.00 1.17 110.00 0.32 0.70 0.93 13.50 9.00 1,500.00 2,553.70 0.70 0.81 (Rupees in Millions) Balance as at 31st 31st December, March, 2008 2008 712.33 Dr. 183.09 Dr. 0.73 Dr. -. 1500.00 Dr. 0.60 Cr. 2.01 Cr. 0.00 Dr. 1,500.00 Dr. 360.60 Cr. 0.11 Cr. -

Advance for Purchase of Steel Advance for Constructing Employee Township Sharing of Common Expenses Purchase of Bitumen Interest on Loan Purchase of HSD Director Appointment Fees Purchase of Granite Advance as per the terms of Coal Supply Agreement entered into Loan Taken Share Application Money Rent

Fellow Subsidiary Fellow Subsidiary Holding Company

Adani Properties Pvt. Ltd. Adani Wilmar Limited Mundra Port and Special Economic Zone Ltd. Adani Wilmar Ltd.

Enterprise Controlled by KMP / Relatives of KMP. Associate Company Enterprise Controlled by KMP / Relatives of KMP. Associate Company

Electricity Charges

0.33

0.31

0.07 Cr

0.08 Cr.

297

Description

Name of Related Party Mundra Port and Special Economic Zone Ltd. Mundra Port and Special Economic Zone Ltd. Adani Energy Limited Aloka Real Estate Pvt. Ltd. Adani Energy Limited Aloka Real Estate Pvt. Ltd. Adani Energy Limited Adani Properties Pvt. Ltd. PT Adani Global Adani Energy Ltd Adani Infrastructure Services Pvt. Ltd. Gujarat Adani Aviation Pvt. Ltd.

Nature of Relationship

Lease Rent, Infrastructure Usage Charges & Land Charges Storage Charges, Terminal Handling Charges, Wharf age, Crane Hiring, Water Front Royalty,Etc.. Loans to Companies Interest on Loan from Companies Fuel Expenses Deposit for Rent

Enterprise Controlled by KMP / Relatives of KMP. Enterprise Controlled by KMP / Relatives of KMP. Fellow Subsidiary Enterprise Controlled by KMP / Relatives of KMP. Fellow Subsidiary Enterprise Controlled by KMP / Relatives of KMP. Fellow Subsidiary Enterprise Controlled by Key Management Personnel / Relatives of Key Management Personnel Fellow Subsidiary Fellow Subsidiary Enterprise Controlled by Key Management Personnel / Relatives of Key Management Personnel Enterprise Controlled by Key Management Personnel / Relatives of Key Management Personnel Fellow Subsidiary

Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008 585.44 4703.42

Balance as at 31st 31st December, March, 2008 2008 1,015.70 Cr. 1,575.70 Cr. 0.55 Cr. 3.97 Cr.

20.98

3.97

0.04 10.00

200.00 600.00 3.29 4.41 0.07 -

10.00 Dr

0.01 Cr. -

Reimbursement of Expenses

0.12 0.19

0.51 -

-

-

10.93

-

2.69 Cr.

-

Adani Mining Private

1.75

0.50

0.50 Cr.

298

Description

Name of Related Party Limited

Nature of Relationship

Value of Transactions Period ended Year ended 31st December, 31st March, 2008 2008 0.41

Balance as at 31st 31st December, March, 2008 2008 -

Furniture Purchase

Ezy Global

Enterprise Controlled by KMP / Relatives of KMP.

Salary & Allowances Survey Charges Professional Fees Advance Travel Expense

Sri R. K. Gupta Adani Mining Pvt Ltd Adani Infrastructure and Developers Private Limited Gujarat Adani Aviation Private Limited

Key Management Personnel Fellow Subsidiary Enterprise Controlled by ultimate holding company Enterprise Controlled by ultimate holding company

3.36 4.19 0.05 200.00 2.58

3.43 0.77 0.05 -

200.00 Cr. -

0.82 Cr. -

299

12.

Foreign Currency Transactions:Particulars (a) C.I.F. Value of Imports Capital Goods (b) Expenditure in Foreign Currency Payment for Erection Works Professional and Consultation Charges Usance Interest and Other Charges Travelling Expenses Project Office Expenses Other Payments 11,824.21 7,260.29 (Rupees in Millions) For the Period from 1st April, 2008 to For the Year 31stDecember, 2008 2007-2008

542.05 181.84 193.29 14.01 37.06 9.43

47.55 6.08 65.44 10.10 26.37 3.20

13.

The Company does not use derivative instruments to hedge its Foreign Currency Exposure. Foreign currency exposure not hedged by derivative instruments as at 31st December, 2008: (Rupees in Millions) As at 31st March, 2008 1,868.36 5,286.90 15.95 4,552.16 75.75

Particulars (a) Capital Imports (b) Advance to Import Creditors (c) Bills payable (d) Loan under letter of credit (e) Usance Interest Accrued but not Due 14.

As at 31st December, 2008 2,050.70 11,421.31 183.53 13,853.17 131.82

Figures below Rs. 5,000/- are rounded off and represented by “0.00” in the Financial Statements and Nil balances are represented by “ – “. Previous year figures have been regrouped and rearranged wherever necessary to confirm to this period’s classification.

15.

300

ANNEXURE VI: STATEMENT OF ACCOUNTING RATIOS, AS RESTATED Particulars Face Value per Equity Share as restated (Rs.) Earnings / (Loss) Per Share - Basic Earnings / (Loss) Per Share - Diluted Earnings / (Loss) Per Share Return on Net Worth % Net Asset Value per Equity Share (Rs.) Total Debt / Equity Ratio Weighted average number of equity shares outstanding during the year* Add : Effect of number of equity shares on conversion of Fully paid up Cumulative Compulsory Participatory Preference Shares Add : Effect of number of equity shares on issue of Bonus Shares Total Potential Weighted average number of equity shares outstanding during the year / period* Total number of equity shares outstanding at the end of the year*
*Face value of Rs. 10 each. Notes: 1. The ratios have been computed as below: Net profit / (loss) as restated, attributable to equity shareholders Weighted average number of equity shares outstanding during the period Net profit/(loss) as restated before extraordinary items, attributable to equity shareholders Potential Weighted average number of equity shares outstanding during the period Net profit / (loss) after tax, as restated Net worth Net Worth less Preference Share Capital less Misc. Expenditure less Share Application Money Number of equity shares outstanding at the end of the year Long term Debt + Short Term Debt Equity Share Capital + Preference Share Capital + Reserves and Surplus

As at December 31, 2008 10.00 (0.03) (0.01) (0.12) 10.05 2.07 936,135,779 -

As at March 31, 2008 10.00 (0.28) (0.07) (0.50) 22.51 0.72 256,872,079 32,059,002

787,313,868

787,313,868

1,723,449,647

1,076,244,949

1,771,456,203

552,083,333

Basic Earnings per Share (Rs.) Diluted Earnings per Share (Rs.) Return on Net Worth % Net Asset Value per Equity Share (Rs.) Total Debt / Equity Ratio

2. 3. 4.

Net worth means Equity Share Capital + Preference Share Capital + Other Reserves and Surplus. Other Reserves and Surplus excludes Redemption Reserve for Preference Share Capital Account and includes General Reserve. The figures disclosed above are based on the consolidated restated financial statements of the Company.

301

ANNEXURE VII: DETAILS OF RATES OF DIVIDEND
Particulars Face Value ( Rs./Per Share) For the Period ended December 31, 2008 (Rs. in Millions) For the Year ended March 31, 2008

Class of Shares Equity Share Capital 0.01% Cumulative Compulsorily Convertible Participatory Preference Shares Dividend Dividend Tax 10.00 10.00 17,714.56 5,520.83 1,500.00

NIL NIL

NIL NIL

302

ANNEXURE VIII: STATEMENT OF TAX SHELTERS Particulars For the period ended December 31, 2008 33.99% For the Year ended March 31, 2008 33.99% -

Income Tax Rates applicable Net Profit/ (Loss) before tax as restated Tax at Notional Rates Adjustments : Income from other Sources considered separately - Short Term Capital Gain Taxable at Current Rates - Interest earned on Surplus Fund during Construction Period Net Adjustments Tax Saving / (Liabilities) Thereon

-

28.11

36.48 36.48 (12.40)

79.15 107.26 (36.46)

Tax Payable for the year / period

(12.40)

(36.46)

The figures for the nine months period ended December 31,2008 are based on the provisional computation of total income prepared by the company and are subject to any changes that may be considered at the time of final filing the return of income for the year ending March 31, 2009

303

ANNEXURE IX: CAPITALIZATION STATEMENT AS AT DECEMBER (Rs. in Millions) Particulars Long Term Debt Short Term Debt Total Debt Pre-Issue 29,523.85 7,688.06 37,211.91 Post Issue -

Shareholders' Funds - Equity Share Capital - Preference Share Capital Reserves as restated - Securities Premium Account - Profit and Loss Account - Other Reserve and Surplus Total Shareholders' Funds Long Term Debt / Equity Total Debt / Shareholders' funds Notes: 1. 2. 3. 4. 5.

17,714.56 -

-

285.44 18,000.00 1.64 2.07

-

Short term debts represents debts which are due within twelve months from December 31, 2008 and includes current portion of Long term debt. Long term debt represents debt other than short term debt, as defined above. The figures disclosed above are based on the restated summary consolidated statement of assets and liabilities of the company as at December 31, 2008. Long Term debt / Equity = Long Term Debt Shareholders’ Funds

The corresponding post issue figure are not determinable at this stage pending the completion of the Book Building Process and hence have not been furnished

304

ANNEXURE X: DETAILS OF OTHER INCOME Particulars For the period ended December 31, 2008 For the year ending March 31, 2008 -

Other Income TOTAL

305

ANNEXURE XI: ADMINISTRATIVE AND GENERAL EXPENSES Particulars For the period ended December 31, 2008 18.12 0.45 0.08 5.39 24.04 (Rs. in Millions) For the Year ended March 31, 2008 11.13 26.71 0.94 0.07 32.94 71.79

Professional Fees Statutory Expenses Auditor's Remuneration Director Sitting Fees Project Inauguration Expenses Total :

306

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our restated unconsolidated and consolidated financial statements, including the notes thereto, and other financial data appearing elsewhere in this Draft Red Herring Prospectus. You should also read the sections titled “Risk Factors” and “Forward-Looking Statements” beginning on pages XIV and XII, respectively, of this Draft Red Herring Prospectus which discuss a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion is based on our restated unconsolidated and consolidated financial statements, as of and for the nine months ended December 31, 2008 and as of and for the fiscal years March 31, 2008, 2007, 2006, and 2005. Our audited and restated unconsolidated and consolidated financial statements are prepared in accordance with Indian GAAP, the accounting standards prescribed by the ICAI and the relevant provisions of the Companies Act. Our fiscal year ends on March 31 of each year. Unless otherwise stated, “fiscal year” or “fiscal” refers to the twelve month period ending March 31 of that year. Overview We are a power project development company, which is developing, and will operate and maintain, power projects in India. We have four thermal power projects under various stages of development, with a combined installed capacity of 6,600 MW. In addition, we are also planning to develop two power projects with a combined installed capacity of 3,300 MW. We intend to sell the power generated from these projects under a combination of long-term power purchase agreements to industrial and state-owned consumers and on merchant basis. We are part of the Adani Group, a leading business group in India. AEL, our Promoter, is the flagship company of the Adani Group, with total revenues of Rs. 196,097.10 million for the fiscal year 2008. We believe AEL was one of the largest traders of coal in India for the three years period ended March 31, 2008, with coal mining rights both in the international and domestic markets, and according to Central Electricity Regulatory Commission, for the three years period ended March 31, 2008, AEL was one of the largest power traders, by volume, in India. With the commissioning of our power projects, the Adani Group will be vertically integrated in power sector value chain through presence in related activities such as coal mining, coal trading, shipping, power generation, power transmission and power trading. Another Adani Group company, MPSEZL, owns and operates one of the largest private sector commercial ports in India and a SEZ at Mundra, leading to strong synergies with our projects being set up in close vicinity. In addition, the Adani Group also has operations in other industries, including commodities trading, real estate development, agro processing and logistics. We expect that we will benefit from Adani Group’s strategy of vertical integration, which gives us greater control over various activities of power generation and trading. Our Power Projects We currently have four thermal power projects under various stages of development: • Mundra Phase I and II Power Project will have four sub-critical generation units of 330 MW each, with combined capacity of 1,320 MW. The BTG package for Mundra Phase I and II Power Project was awarded to Sichuan Machinery and Equipment Import and Export Company Limited and Kowa Company Limited, respectively. We currently expect that the first 330 MW unit of Mundra Phase I and II Power Project will be commissioned by June 2009, and that the power project will be fully commissioned by February 2010. Mundra Phase III Power Project will have two super-critical generation units of 660 MW each, with combined capacity of 1,320 MW. The EPC contract for Mundra Phase III Power Project was awarded to SEPCO-III Electric Power Construction Corporation and Shandong Tiejun Electric Power Engineering Company Limited. We currently expect that the first 660 MW unit of Mundra

307

Phase III Power Project will be commissioned by January 2011, and that the power project will be fully commissioned by June 2011. • Mundra Phase IV Power Project will have three super-critical generation units of 660 MW each, with combined capacity of 1,980 MW. The EPC contract for Mundra Phase IV Power Project was awarded to SEPCO-III Electric Power Construction Corporation and Shandong Tiejun Electric Power Engineering Company Limited. We currently expect that the first 660 MW unit of Mundra Phase IV Power Project will be commissioned by August 2011, and that the power project will be fully commissioned by April 2012. Tiroda Power Project will have three super-critical generation units of 660 MW each, with combined capacity of 1,980 MW. The BTG package for Tiroda was awarded to Sichuan Machinery and Equipment Import and Export Company Limited. We currently expect that the first 660 MW unit of Tiroda Power Project will be commissioned by July 2011, and that the power project will be fully commissioned by April 2012.

We are also planning to develop two thermal power projects at Dahej and Kawai with a combined installed capacity of 3,300 MW. Power projects set up under the SEZ policy and the Mega Power Project policy are eligible for certain tax and other benefits. For further details, see “Statement of Tax Benefits” on page 46 of this Draft Red Herring Prospectus. Our Mundra Phase I and II Power Project and Mundra Phase III Power Project are currently being developed as sector-specific SEZs and we have applied for a sector-specific SEZ approval for the Mundra Phase IV Power Project. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sector- specific power sector SEZ being developed by us. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. We have applied for an approval to develop the power project located at Tiroda under the Mega Power Project policy of the Government of India. We intend to capitalize on the emerging opportunities in the Indian power generation sector, which are being driven by the current and expected demand and supply imbalance in India. Notwithstanding various policy initiatives within India to diversify fuel mix, with the limited reserve potentiality of petroleum and natural gas, eco-conservation, restrictions on hydroelectric power projects, and the geo-political perception of nuclear power, we believe that it is likely that coal will continue to be the primary generator of energy in India. The following chart outlines the corporate organizational structure of our power projects under development or planning:

308

Adani Power Limited Mundra Power Projects 4,620 MW

76.64% Adani Power Maharashtra Limited Tiroda Power Project 1,980 MW

100.0% Adani Power Dahej Limited Dahej Power Project 1,980 MW

100.0% Adani Power Rajasthan Limited Kawai Power Project 1,320 MW

Projects under development Consolidation

Planned projects

Our financial statements as of and for the nine months ended December 31, 2008 consolidate the financial results of our wholly owned subsidiaries, Adani Power Maharashtra Limited, Adani Power Dahej Limited, Adani Power Rajasthan Limited, Adani Power (Overseas) Limited, and Mundra Power SEZ Limited. Our financial statements as of and for the fiscal year 2008 consolidate the financial results of our wholly owned subsidiaries, Adani Power Maharashtra Limited, Adani Power Dahej Limited, and Adani Power Rajasthan Limited. In prior fiscal periods, we did not have any subsidiaries, hence our financial statements as of and for the fiscal years 2007, 2006, and 2005 are unconsolidated financial statements. In March 2009, Millennium Developers and Somerset was allotted 12.43% and 10.93% equity interest, respectively in Adani Power Maharashtra Limited, but, we continue to own 76.64% equity interest in such subsidiary. For details of our subsidiaries, see “History and Certain Corporate Matters”. Our historical financial statements as well as this discussion are of limited value to a prospective investor in evaluating our prospects or deciding whether to purchase our Equity Shares, because we currently have no power projects in operation and hence no income from operations. This Draft Red Herring Prospectus must be considered in light of the risks and uncertainties inherent in new business ventures. Additionally, you should not evaluate our prospects and viability based on the performance of our Promoters, including AEL. Significant Factors Affecting our Results of Operations As a power project development company, our financial condition and results of operations are affected by numerous factors, the following of which are of particular importance: • Development status of our power projects. Our four power projects are in various stages of development, with two projects expected to be fully commissioned in 2010 and 2011, and the other two power projects expected to be fully commissioned in 2012. We expect to derive our revenues primarily from the sale of electricity to state-owned and industrial consumers subsequent to the commissioning of our power projects. The commissioning dates for our power projects are estimates and are subject to delay as a result of, among other things, delay or inability to obtain financing, contractor performance shortfalls, unforeseen engineering problems, force majeure events, unanticipated cost increases and delays in obtaining property rights and government approvals, any of which could also give rise to cost overruns or the termination of a project’s

309

development. The failure to complete development as planned, or in accordance with agreed specifications, could result in higher costs, penalties or liquidated damages, lower returns on capital or reduced future earnings, which could be partially offset by recoveries from EPC contractors. • Off-take arrangements and the terms of PPAs. We are currently planning to sell electricity pursuant to a mix of off-take arrangements, including long-term power purchase agreements and merchant sales. Merchant sales include sale of power under short-term PPAs and on spot basis. We intend to utilize our marketing and trading capacities by selling power to both state-run utility companies and industrial consumers pursuant to secured long-term off-take arrangements. We also intend to sell power on merchant basis. We believe that the combination of long-term and merchant arrangements will provide optimal returns. We have entered into long-term PPAs for a total of 4,744 MW of power. Our long-term PPAs provide and are expected to provide for among other things, pre-determined tariff, amount of power we are obligated to sell and amount of power our consumers are obligated to purchase. We have also entered into an agreement with AEL for selling up to 221 MW of surplus power produced from Mundra Phase III Power Project on merchant basis. Tariff, in many cases, may also be regulated and with limited price escalation provisions, which could adversely affect us if our expenditures increase, notwithstanding our longterm fixed price coal supply contracts. See “Our Business – Our Power Projects” and “Description of Certain Key Contracts” for a description of our off-take arrangements on pages 74 and 91 of this Draft Red Herring Prospectus, respectively. Availability of cost effective funding. We have relied on capital contributions from our shareholders as well as incurrence of indebtedness to fund our business and we expect to continue to have limited or no operating cash flows in the fiscal year 2010. As of March 31, 2009, we have total indebtedness of Rs. 49,919.04 million under the financing arrangements. For further details see “Our Business – Our Power Projects” and “Financial Indebtedness” on pages 74 and 321 of this Draft Red Herring Prospectus, respectively. Our plans for the development and construction of our power projects will require substantial capital expenditures, which we expect to fund through the Net Proceeds of the Issue (in case of Mundra Phase IV Power Project and Tiroda Power Project), additional debt and equity financing and, as our projects are completed, increasingly from operating cash flows. We currently estimate that in order to complete four power projects that we are developing, we will be required to incur total capital expenditures of approximately Rs. 283,690.00 million. In addition, we will incur an additional capital expenditure of approximately Rs. 147,700.00 million, if we develop our planned power projects at Dahej and Kawai. Our debt service costs as well as our overall cost of funding depends on many external factors, including developments in the regional credit markets and, in particular, interest rate movements and the existence of adequate liquidity in the debt markets. We believe that going forward the availability of cost effective funding will be crucial and the non-availability of such funding at favourable terms could affect our business, financial condition and results of operations. Availability, quality and price of fuel supply. The ability to source quality fuel at desirable prices, in light of electricity tariffs, is one of the key components in the success of our business. For our Mundra power projects, we have entered into coal supply agreements to source coal from our Promoter, AEL, pursuant to long-term coal supply agreements, and for our Tiroda Power Project, we intend to source coal from two coal mines in the State of Maharashtra allocated to us. The Standing Linkage Committee, Ministry of Coal has also recommended coal linkages for generating up to 1,366 MW and 1,180 MW of power from our Mundra Phase IV Power Project and Tiroda Power Project, respectively. See “Business – Our Power Projects” and “Description of Certain Key Contracts” for a description of our fuel supply arrangements on pages 74 and 91 of this Draft Red Herring Prospectus, respectively. There can be no assurance that we will be able to obtain coal supplies in sufficient quantities and on commercially acceptable terms, or at all. Additionally, in case AEL is unable to fulfill its obligations under the terms of the coal supply agreements, our ability to renegotiate the terms of such agreements or seek remedy may be limited as AEL will continue to be our largest shareholder after the Issue.

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Availability and cost of land. The success of our business is dependent on, among other things, the availability and cost of procuring land for our power projects. For our Mundra power projects, we have leased land from our affiliate, MPSEZL, on a long-term lease and entered into a memorandum of understanding with MPSEZL for leasing an additional area of 159.0 hectares. For our Tiroda Power Project, we have leased a parcel of land from MIDC and have applied to the State Government of Maharashtra and MIDC for allotment of additional land. Our financial condition depends, in part, on obtaining affordable land in close proximity to fuel sources and proper power evacuation facilities where we can construct and operate our power projects. Any government regulations that restrict the availability of land or increased competition for land may therefore adversely affect our operations. Availability of water. Water is critical to the operations of our power projects. We have procured licenses to desalinate and use seawater for our Mundra power projects. We intend to use river water for our Tiroda Power Project pursuant to water supply agreements. The amount of water that our power projects are entitled to consume will be subject to the availability of water, particularly for our Tiroda Power Project which is expected to use water from Wainganga, an intermittent river. In the event of water shortages, our power projects may be required to reduce their water consumption, which would reduce their power generation capability. Engineering, procurement and construction costs. Our existing construction contracts for Mundra power projects and Tiroda Power Project are fixed price contracts. We believe that any significant increase in power generation projects under development in India will increase demand for third-party contractors and construction materials, which may affect the terms of our future construction contracts. The supply and price of construction materials will also depend on additional factors not under our control, including general economic conditions, competition, production levels, transportation costs and import duties. Availability of infrastructure for evacuation. Evacuation or “wheeling” power from our power plants to our consumers poses significant challenges due to transmission constraints. Evacuating power to a purchaser is either our responsibility or the responsibility of the purchaser, depending upon the identity of the purchaser, the location of the power project and other factors. We are currently constructing transmission lines connecting our power projects at Mundra and Tiroda to state and central government sub-stations for evacuation of power. If such transmission lines are not made available by the time our power plants are ready to commence operation or we incur significant transmission costs, our financial position and results of operations could be adversely affected. Dependence on the regulatory framework. The growth of the power industry in India as well as our business is dependent on stable government policies and prudent regulations. Power generation has historically been the domain of the central and state governments, and has been constrained by various factors such as shortages of public funding, political considerations and issues of transparency and accountability. Changes in government policies have facilitated the entry of private capital into the Indian power industry and have led to rapid growth in the sector. For example, the Government of India has expressed a “Power for All by 2012” objective, and has enacted legislation in 1991, and again in 2003, designed to increase private sector participation in the Indian power sector. Further, the government’s focus has also led to an increase in captive power generation capacity in India. For further details, see the section “Industry Overview” beginning on page 56 of this Draft Red Herring Prospectus. Compliance with environmental laws and regulations. Our power projects are subject to central and state environmental laws and regulations, which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations. In case of any change in environmental or pollution laws and regulations, we may be required to incur significant amounts on, among other things, environmental monitoring, pollution control

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equipment and emissions management. In addition, failure to comply with environmental laws may result in the assessment of penalties and fines against us by regulatory authorities. • Tax benefits. Mundra Phase I and II Project and Mundra Phase III Power Project are being developed as sector-specific SEZs and we have applied for sector-specific SEZ approval for Mundra Phase IV Power Project. MPSEZL has applied for combining the two multi product SEZs being developed by MPSEZL with the sector- specific power sector SEZ being developed by us. We have applied to the Government of India to act as a co-developer for the Combined SEZ at Mundra with MPSEZL as the developer and the Ministry of Commerce has approved our proposal. The approval received from the Ministry of Commerce is subject to gazette notification, which is still awaited. Subsequent to the change of our status from a developer to a co-developer, we will continue to avail of certain exemptions from income tax, excise duty, central sales tax, service tax, dividend distribution tax and customs duty on import of goods and services for setting up the unit. We have applied for an approval to develop the power project located at Tiroda under the Mega Power Project policy of the Government of India. As a result, our Tiroda Power Project will be entitled to certain tax benefits under the Mega Power Project policy, including exemption from customs and excise duty on purchase of equipment and material.

Our Significant Accounting Policies Our financial statements are prepared under the historical cost convention on accrual and on going concern basis, in compliance with the accounting standards issued by the Institute of Chartered Accountants of India, in accordance with the generally accepted accounting principles in India, and provisions of the Companies Act. The preparation of financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods. Key accounting policies that are relevant and specific to our business and operations are described below: • Investment. Long term investments are stated at cost. Provision for diminution in the value of long-term investments is made only if, such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost or fair value. Fixed assets. Fixed assets are stated at cost of acquisition including any attributable cost for bringing the assets to its working condition for its intended use, less accumulated depreciation and impairment losses, if any. Borrowing costs directly attributable to qualifying assets/capital projects are capitalized and included in the cost of fixed assets. Project Development Expenditure. Expenditure related to and incurred during implementation of capital projects is included under capital work-in-progress or project development expenditure as the case may be. These expenditures will be allocated to the respective fixed assets on completion of construction or erection of the capital project or fixed assets. Intangible Assets. Computer software cost is capitalised and recognised as intangible assets in terms of Accounting Standard No. 26 “Intangible Assets” based on materiality, accounting prudence and significant economic benefits expected to flow there from for a period longer than one year. Depreciation. Depreciation on fixed assets is provided on the straight line method at rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on assets acquired or disposed off during the year is provided on pro-rata basis with reference to the date of addition or disposal. Assets costing less than Rs. 5,000.00 are written off in the year of purchase.

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Intangible assets are amortised over a period of 5 years. Leasehold land is amortised over the term of the lease. • Leases. Our significant leasing arrangements are in respect of operating leases for land, office premises, residential facilities for employees and guest houses. The leasing arrangements range from 11 months to 14 years and are renewable by mutual consent. The aggregate lease rentals payable are charged as rent expenses under project development expenditure. Borrowing costs. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. Impairment of assets. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the profit and loss statement in the period in which an asset is identified as impaired. The impairment loss, if any, recognized in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount. Foreign exchange transactions. Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction. Monetary items denominated in foreign currencies on the balance sheet are restated at the rate of exchange prevailing at the balance sheet date. Nonmonetary foreign currency items carried at cost basis. Any income or expense on account of difference in the exchange rate is recognised as capital work in progress or project development expenditure, as the case may be. Employee benefits. The liability for the gratuity benefits payable in the future is computed on the basis of an independent actuarial valuation carried out using projected unit credit method considering discounted rate relevant to government securities at the balance sheet date. Provision for accruing liability for leave encashment is made on the basis of actuarial valuation. Contributions to the provident fund and family pension fund are charged to the project development expenditure account for the period, in which the contributions to the respective funds accrue. Provisions, contingent liabilities and contingent assets. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements. Miscellaneous expenditure (to the extent not written off or adjusted). Preliminary expenses are charged to the statement of expenses for the period in which the expenses are incurred. Recent Accounting Pronouncements. We have entered into a foreign currency loan agreement of USD 500 million with Standard Chartered Bank for a portion of the financing for the Mundra Phase III Power Project. The project is expected to be fully commissioned in fiscal year 2012. According to AS-11, as amended, up to March 31, 2011, the impact of exchange rate fluctuation either on settlement or on translation relating to acquisition of the depreciable assets can be added to or deducted from the cost of the assets and depreciated over the balance life of the assets. Hence, there will be no impact on our profit and loss statement up to the fiscal year 2011. After April 1, 2011 the impact of exchange difference will be recognized in our profit and loss statement for the period in which the foreign exchange difference takes place

• •

Our Results of Operations (Consolidated) The following table sets forth selected financial data from our restated consolidated profit and loss statement.

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(In Rs. million)

Particulars Income Income from Operations Other Income Total Income Expenditures Administrative and General Expenses Total Expenditure Net Profit / (Loss) after Tax Adjustments (Net of Tax) Net Profit / (Loss), as Restated •

For Nine Months ended December 31, 2008 24.04 24.04 (24.04) (24.04)

For the Fiscal Year 2008 71.79 71.79 (71.79) (71.79)

Income. We are currently developing four thermal projects. We expect to derive our income primarily from the sale of electricity to state-run utility companies and industrial consumers. Given that our revenue structure under each long-term PPA that we enter into is set over the life of the contract, and though it fluctuates subject to the built-in adjustments mechanisms contained in each such contract, being committed under such contracts will prevent us from renegotiating such agreements or from entering into agreements with other parties, should market prices increase in the future. Currently, none of our power projects are under operation. As a result, we do not have any income from operations. Operating Expenditures. Once a power project commences commercial operation, we expect that our expenditures for that project will consist primarily of the fixed costs associated with operating the power project (principally interest, depreciation, and operation and maintenance costs), and variable costs associated with fuel. In our restated financial statements, certain preliminary and miscellaneous expenses, which cannot be specifically assigned to a particular project, are included under Administrative and General Expenses. However, expenditure related to and incurred during the development of a power project is included under "Capital Work in Progress" or "Project Development Expenditure" on our balance sheet, and which will be allocated to the respective project upon completion of its construction.

Nine months ended December 31, 2008 Total income. Our income from operations and total income were nil for the nine months ended December 31, 2008. Total expenditure. Our total expenditure was Rs. 24.04 million for the nine months ended December 31, 2008, primarily due to statutory expenses of Rs. 18.12 million paid as stamp duty on issuance of equity shares and Rs. 5.39 million of preliminary expenses incurred on the inauguration of the Tiroda Power Project, which was not related to the project development and so reflected in the profit and loss statement. Net profit / (loss), as restated. Our net loss, as restated was Rs. 24.04 million for the nine months ended December 31, 2008. Fiscal Year 2008 Total income. Our income from operations and total income were nil for the fiscal year 2008.

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Total expenditure. Our total expenditure was Rs. 71.79 million for the fiscal year 2008, primarily due to statutory expenses of Rs. 26.71 million paid as stamp duty on issuance of equity and preference shares, Rs. 11.13 million of professional fees paid for legal due diligence conducted by 3i Power Investments A1 Limited (“3i”), one of our shareholders, and Rs. 32.94 million of preliminary expenses incurred on inauguration of the Tiroda Power Project, which was not related to the project development and so reflected in the profit and loss statement. Net profit / (loss), as restated. Our net loss, as restated was Rs. 71.79 million for the fiscal year 2008. Our Results of Operations (Unconsolidated) The following table sets forth selected financial data from our restated unconsolidated profit and loss statement.
Particulars Income Income from Operations Other Income Total Income Expenditures Administrative and General expenses Total Expenditures Net Profit / (Loss) after Tax Net Profit / (Loss), as Restated For the Nine Months ended December 31, 2008 For the Fiscal Year 2008 For the Fiscal Year 2007 For the Fiscal Year 2006 (In Rs. million) For the Fiscal Year 2005 -

18.29 18.29 (18.29) (14.72) (18.29) (14.72) (22.83) (0.01) (22.83) (0.01) 14.72 14.72 22.83 22.83 0.01 0.01

0.01 0.01 (0.01) (0.01)

Nine Months ended December 31, 2008 Total income. Our income from operations and total income were nil for the nine months ended December 31, 2008. Total expenditure. Our total expenditure was Rs. 18.29 million for the nine months ended December 31, 2008 primarily due to statutory expenses of Rs. 17.84 million paid as stamp duty on issuance of equity shares. Net profit / (loss), as restated. Our net loss, as restated was Rs. 18.29 million for the nine months ended December 31, 2008. Fiscal Year 2008 Compared to Fiscal Year 2007 Total income. Our income from operations and total income were nil for the fiscal years 2008 and 2007. Total expenditure. Our total expenditure decreased to Rs. 14.72 million for the fiscal year 2008 from Rs. 22.83 million for the fiscal year 2007, primarily due to a decrease in statutory expenses by Rs. 19.49 million and increase of professional fees by Rs. 11.12 million. Net profit / (loss), as restated. Our net loss, as restated was Rs. 14.72 million for the fiscal year 2008.

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Fiscal Year 2007 Compared to Fiscal Year 2006 Total income. Our income from operations and total income were nil for fiscal year 2007 from nil for fiscal year 2006. Total expenditure. Our total expenditure increased to Rs. 22.83 million in the fiscal year 2007 from Rs. 0.01 million in the fiscal year 2006, primarily due to an increase in statutory expenses by Rs. 22.51 million paid as stamp duty on issuance of equity shares. Net profit / (loss), as restated. Our net loss, as restated was Rs. 22.83 million in the fiscal year 2007. Fiscal Year 2006 Compared to Fiscal Year 2005 Total income. Our income from operations and total income were nil for the fiscal years 2006 and 2005. Total expenditure. Our total expenditure was Rs. 0.01 million for the fiscal years 2006 and 2005. Net profit / (loss), as restated. Our net loss, as restated was Rs. 0.01 million for the fiscal years 2006 and 2005. Financial Condition, Liquidity and Capital Resources The business of power generation is capital expenditure intensive. Our plans for the development and construction of our power projects will require substantial capital expenditures, which we expect to fund through the Net Proceeds of the Issue, additional debt and equity financing and, as our projects are completed, increasingly from operating cash flows. We believe that going forward the availability of sources of cost effective funding will be crucial and the non-availability of such funding at favourable terms could affect our business, financial condition and results of operations. We have had no operating cash flows since our inception. Going forward, for the fiscal year 2010, we expect to continue to experience limited cash flows from operating activities as only one of our power projects, Mundra Phase I and II Power Project, is expected to commission in fiscal year 2010. There can be no assurance that we will generate net profit or positive cash flows in the future. Cash Flows The table below summarizes our cash flows on a consolidated basis for the periods indicated: Particulars (In Rs. Million) For the Nine Months For the fiscal year ended December 31, 2008 2008 (consolidated) (24.04) (32,106.71) 32,329.48 198.73 (71.79) (19,378.00) 20,873.61 1,423.82

Net Cash-Flow From / (Used In) Operating Activities Net Cash-Flow From / (Used In) Investing Activities Net Cash-Flow From / (Used In) Financing Activities Net Increase / (Decrease) in Cash and Cash Equivalents (as of the end of the period)

Cash in the form of bank deposits, current account balances and cash on hand represents our cash and cash equivalents. Operating Activities. Net cash used in our operating activities for the nine months ended December 31, 2008 was Rs. 24.04 million and consisted of statutory expenses of Rs. 18.12 million paid as stamp duty on issuance of equity shares and Rs. 5.39 million of preliminary expenses incurred on inauguration of the

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Tiroda Power Project, which were not related to the project development and so reflected on the profit and loss statement. Net cash used in our operating activities for the fiscal year 2008 was Rs. 71.79 million and consisted of statutory expenses of Rs. 26.71 million paid as stamp duty on issuance of equity and preference shares, Rs. 11.13 million of professional fees paid for legal due diligence conducted by 3i and Rs. 32.94 million of preliminary expenses incurred on inauguration of Tiroda Power Project, which were not related to the project development and so reflected on the profit and loss statement. Investing Activities. Net cash used in investing activities was Rs. 32,106.71 million for the nine months ended December 31, 2008, primarily as a result of additions to capital work in progress of Rs. 32,191.66 million on account of the Mundra power projects and Tiroda Power Project. Such capital work in progress was primarily on account of purchases of plant and machinery, including boilers, turbines and generators as well as other parts and fixtures, lease of land and site development, purchases of cement and steel, and development of transmission lines, for Mundra power projects and Tiroda Power Project. Net cash used in investing activities was Rs. 19,378.00 million for the fiscal year 2008, primarily as a result of additions to capital work in progress of Rs. 17,150.46 million on account of the Mundra Phase I and II Power Project. Such capital work in progress was primarily on account of lease of land and site development and purchases of plant and machinery, such as boilers, turbines and generators as well as other parts and fixtures, of the Mundra Phase I and II Power Project. In addition, we provided short-term loans to various entities aggregating Rs. 3,520.00 million as well as paid an advance of Rs. 1,500.00 million to AEL in connection with the purchase of coal from AEL’s mining operations in Indonesia. The short-term loans have been repaid in full. Financing Activities. Net cash generated from financing activities was Rs. 32,329.48 million for the nine months ended December 31, 2008, primarily as a result of proceeds from long term borrowings of Rs. 19,412.11 million and proceeds from issuance of equity shares of Rs. 4,000.00 million and Rs. 1,376.02 million received from Venture Power in connection with the subscription of equity interest pursuant to the investment agreement dated November 24, 2008. Net cash generated from financing activities was Rs. 20,873.61 million for the fiscal year 2008, primarily as a result of proceeds from issuance of equity shares of Rs. 9,893.60 million, proceeds from long term borrowings of Rs. 8,670.27 million and proceeds from issuance of preference shares of Rs. 1,500.00 million. The equity shares were subscribed by our Promoter, AEL, and 3i. The preference shares were subscribed by 3i only. See “Capital Structure” on page 24 of this Draft Red Herring Prospectus. The long term borrowings were primarily used for the development of the Mundra Phase I and II Power Project. Fixed Assets As of December 31, 2008, we had Rs. 57,009.96 million of fixed assets, comprising of Rs. 50,780.98 million of capital work in progress and capital advances, Rs. 5,753.36 million of expenditure incurred during the construction of power projects, Rs. 196.15 million of purchase costs of construction material and Rs. 279.47 million of net block. Capital work in progress was primarily on account of purchases of plant and machinery, such as boilers, turbines and generators as well as other parts and fixtures, lease of land and site development, purchases of cement and steel, and development of transmission lines, for the Mundra power projects. Capital advances primarily consisted of advances to contractors for the development of the Mundra power projects and Tiroda Power Project. Expenditure incurred during the construction of power projects primarily consisted of interest and finance charges and professional fees. Capital Expenditures Our principal capital expenditure requirements involve the development and construction of our power projects. The table below sets forth the amounts spent by our Company or the respective subsidiaries on each of the power projects under development and the estimated completion cost of such project.

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Power Projects Mundra Phase I and II Power Project Mundra Phase III Power Project Mundra Phase IV Power Project Tiroda Total

Amounts deployed as of December 31, 2008 26,924.30 18,144.60 8,338.00 2,332.50 55,739.40

(Rs. in Million) Estimated Completion Cost 43,500.00 57,960.00 89,600.00 92,630.00 283,690.00

We currently estimate that in order to complete our two planned power projects at Dahej and Kawai, we will be required to incur capital expenditures of approximately Rs. 88,810.00 million and Rs. 58,890.00 million, respectively. Indebtedness Our total outstanding indebtedness as of March 31, 2009 is Rs. 49,919.04 million, which includes secured term loans in the principal amount of Rs. 18,995.24 million, unpaid interest of Rs. 21.94 million, unsecured loans of Rs. 9,000 million, and Rs. 21,901.86 of bills drawn under letters of credit. We have no other type of indebtedness. For further details, see the section “Financial Indebtedness” beginning on page 321 of this Draft Red Herring Prospectus. Contractual Obligations and Commercial Commitments The following table summarises our contractual obligations and commercial commitments as of December 31, 2008 and the effect such obligations and commitments are expected to have on our liquidity and cash flows in future periods. (Rs. in Million) Particulars As of Less than 1 1–3 3 – 5 years More December 31, year years than 5 2008 years Indebtedness 37,211.92 7,688.07 3,484.78 5,516.57 20,522.49 Lease obligations 145.50 73.29 24.24 16.95 31.02 EPC and BTG obligations(1) 206,247.95 11,461.30 68,554.77 126,231.88 [●] Other purchase and other 5,650.90 5,650.90 [●] [●] [●] obligations(2) (1) Future cash flow on EPC and BTG obligations are estimated and generally consistent with the provisions of the relevant
(2) contract. Our “other purchase and other obligations” include our capital expenditure obligations and other obligations and commitments other than in connection with the provision of EPC or BTG supplies and services for our power projects. We define a purchase obligation as an arrangement to purchase goods or services that is enforceable at law and legally binding on us.

Contingent Liabilities The following table provides our contingent liabilities as of the dates indicated: Particular Estimated amount of contracts remaining to be executed in connection with the Mundra power projects and not provided for Guarantees issued by banks Letter of credit facilities Bonds provided to the Government of India in connection with the SEZ developer status Total As of December 31, 2008 204,938.54 4,518.00 6,960.31 22,867.18 239,284.03 As of March 31, 2008 162,228.52 3,140.00 4,944.20 22,250.00 192,562.72

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Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, derivative instruments or other relationships with unconsolidated entities that would have been established for the purpose of facilitating off-balance sheet arrangements. Transactions with Related Parties We have entered into certain transactions with our promoters and promoter group companies, primarily: • The infrastructure use agreement dated December 28, 2006 with our promoter group company, MPSEZL, which grants us the right to use infrastructure facilities in the Mundra SEZ and the payment of lease rent, infrastructure usage, and land charges of Rs. 1,655.29 million to MPSEZL under such agreement. The agreement with our promoter group company, Adani Mundra SEZ Infrastructure Private Limited for the construction of an employee township in Mundra and the payment of Rs. 713.09 million to Adani Mundra SEZ Infrastructure Private Limited under such agreement. The agreement with our promoter group company, Adani Infrastructure and Developers Private Limited for the construction of an employee township in Tiroda and the payment of an advance of Rs. 200.00 million to Adani Infrastructure and Developers Private Limited under such agreement. The coal supply agreements with our holding company, AEL and the payment of Rs. 1,500.00 million to AEL under such agreements.

• • •

Quantitative and Qualitative Disclosure about Market Risk Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk, foreign exchange risk, inflation and commodity risk. We are exposed to different degrees of these risks in the normal course of our business. Interest Rate Risk We currently have floating rate indebtedness and also maintain deposits of cash and cash equivalents with banks and other financial institutions and thus are exposed to market risk as a result of changes in interest rates. Moreover, the interest rates on certain of our indebtedness are subject to periodic resets. See “Financial Indebtedness” beginning on page 321 of this Draft Red Herring Prospectus. As of March 31, 2009, Rs. 41,718.64 million of our indebtedness consisted of floating rate indebtedness. Upward fluctuations in interest rates increase the cost of both existing and new debts. It is likely that in the current fiscal year and in future periods our borrowings will rise substantially given our growth plans. We do not currently use any derivative instruments to modify the nature of our exposure to floating rate indebtedness or our deposits so as to manage interest rate risk. Foreign Exchange Risk While substantially all of our revenues will be denominated in rupees, we have incurred and expect to incur expenditure and indebtedness denominated in currencies other than rupees for the development of our power projects. As of December 31, 2008, we had Rs. 13,853.17 million of foreign currency borrowings outstanding under letters of credit relating to import of goods. These exposures are to United States dollars. Any depreciation of the rupee against the currency in which we have an exposure will increase the rupee costs to us of servicing and repaying our expenditure and indebtedness. We do not currently use any derivative instruments to modify the nature of our exposure to foreign currency fluctuations so as to manage foreign exchange risk. Inflation In recent years, India has not experienced significant inflation and accordingly inflation has not had any material impact on our business and results of operations. According to the CIA World Factbook, inflation 319

in India was approximately 3.8%, 4.2%, 4.2% and 5.3% in fiscal years 2004, 2005, 2006, and 2007 (estimated), respectively. Although the Government of India has initiated several economic measures to curb the rise in inflation rates, it is unclear at this stage whether these measures will have the desired effect. Price of Fuel As our power projects enter commercial operation, we will be dependent upon our suppliers for coal. See “—Significant Factors Affecting our Results of Operations” beginning on page 309 of this Draft Red Herring Prospectus. For certain of our power projects, we have entered into fixed price but limited term coal supply agreements. For our Tiroda Power Project, we intend to source coal from a mine allocated to us. See also “Our Business” beginning on page 68 of this Draft Red Herring Prospectus. Other Qualitative Factors Significant Developments occurring after December 31, 2008 Except as stated elsewhere in this Draft Red Herring Prospectus, to our knowledge no circumstances have arisen since the date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially and adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months. Unusual or Infrequent Events or Transactions Except as described in this Draft Red Herring Prospectus, there have been no events or transactions to our knowledge which may be described as “unusual” or infrequent”. Known Trends or Uncertainties Other than as described in the sections titled “Risk Factors”, and this section and elsewhere in this Draft Red Herring Prospectus, to the best of our knowledge there are no known trends or uncertainties that have had, or are expected to have, a material adverse impact on our revenues or income from continuing operations. New Product or Business Segment Other than as described in the section “Our Business” beginning on page 68 of this Draft Red Herring Prospectus, to our knowledge, there are no new products or business segments. Seasonality of Business Our revenues and results may be affected by seasonal factors. For example, inclement weather, including during monsoon season, may delay or disrupt development of our power projects undergoing construction at such times. Further, some of our prospective power consumers may have businesses which may be seasonal in nature and a downturn in demand for power by such consumers could reduce our revenue during such periods. Dependence on a Single or Few Suppliers/Customers As described in the sections “Risk Factors” and “Our Business” beginning on page XIV and 68, respectively, of this Draft Red Herring Prospectus we will depend on few customers for selling electricity produced at our power projects. Competitive Conditions For further details, please refer to the discussions of our competition in the sections “Risk Factors” and “Our Business” beginning on page XIV and 68, respectively, of this Draft Red Herring Prospectus.

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FINANCIAL INDEBTEDNESS The details of indebtedness of the Company on a standalone basis, as at March 31, 2009, are as provided below: Secured Loans
Sr. No. Name of the Lenders Nature of Borrowing Amount Sanctioned (In Rs. Million) Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) Aggregate = 7,513.58 1,047.34 917.83 774.93 1,276.08 547.20 378.16 475.61 619.98 387.69 Interest (1) (2)(3)(4) (In % p.a.) Tenure (years) Repayment Security

1.

ICICI Bank Limited, Allahabad Bank, Punjab National Bank, Bank of India, Syndicate Bank, Small Industries Development Bank of India (“SIDBI”), Andhra Bank, Bank of Maharashtra, State Bank of Hyderabad, Oriental Bank of Commerce, Canara Bank and UCO Bank

Common Agreement for Rupee facility dated September 20, 2006 and Novation Notice dated August 6, 2008(5) in relation to Mundra Phase I Power Project

Aggregate = 16,940 ICICI Bank Limited = 3,000.00 Allahabad Bank = 2,000.00 Punjab National Bank = 2,000.00 Bank of India = 2,000.00 Syndicate Bank = 1,000.00 SIDBI = 940.00 Andhra Bank = 1,000.00 Bank of Maharashtra = 1,000.00 State Bank of Hyderabad =

14.5 IBAR plus term premium minus 4.25%. BPLR minus 1.25%. BPLR plus term premium of 0.5% minus 1.50%. BPLR minus 1.75%. BPLR minus 1.75% for Rs. 940 million and PLR minus 2.00% for remaining Rs. 60 million. BPLR minus 2%. BPLR minus 1.25% subject to a minimum of 11.50%. BPLR minus 1.75%. BPLR minus 2.00%.

Repayment is in 44 equal quarterly instalments after initial moratorium of 6 months from COD of the Mundra Phase I Power Project or 45 months from the date of financial closure, whichever is earlier.

For details of security see Note 1 below.

321

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) 388.21 349.73 350.82 Aggregate = 4,026.67 378.46 678.46 507.50 504.96 663.44 141.87 253.16 898.82

Interest (1) (2)(3)(4) (In % p.a.)

Tenure (years)

Repayment

Security

1,000.00 Oriental Bank of Commerce = 1,000.00 Canara Bank = 1,000.00 UCO Bank = 1,000.00 2. ICICI Bank Limited, Central Bank of India, Punjab National Bank, India Infrastructure Finance Company Limited (“IIFCL”), Allahabad Bank, SIDBI, State Bank of Hyderabad, Rural Electrification Corporation Limited (“REC”) Common Agreement for Rupee facility dated July 25, 2007 in relation to Mundra Phase II Power Project Aggregate = 15,500 ICICI Bank Limited = 2,000 Central Bank of India = 2,000 Punjab National Bank = 2,000 IIFCL = 2,000 Allahabad Bank = 1,000 SIDBI = 750 State Bank of Hyderabad = 1,000 REC = 4,750

BPLR minus 2.00%. BPLR minus 2.00%. BPLR minus 2.00%. 13.75 IBAR plus term premium minus 4.75%. 11.50% (fixed) BPLR plus term premium of 0.50% minus 1.50%. IBAR plus term premium minus 4.50% BPLR minus 1.50%. BPLR minus 1.00% plus term premium. BPLR minus 1.50%. As per REC’s interest rate or the interest rate charged by ICICI Bank, whichever is higher. Repayment is in 44 equal quarterly instalments after initial moratorium of 6 months from COD of the Mundra Phase II Power Project or 39 months from the date of financial closure, whichever is earlier. For details of security see Note 2 below.

322

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

3.

ICICI Bank Limited

Subordinate Rupee Loan Agreement dated June 26, 2007 in relation to Mundra Phase I Power Project

4,650.00

Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) Nil

Interest (1) (2)(3)(4) (In % p.a.)

Tenure (years)

Repayment

Security

(1) For the first 18 months from the initial drawdown date (the “IDD”): IBAR minus 1.23% p.a. (2) For the period from the 18th month from the IDD till the 24th month from the IDD, the aggregate of : (a) applicable rate of interest as calculated in (1) above, (b) additional rate of interest of 2.48% p.a. (3) For the period from the 24th month from the IDD onwards: IBAR plus 1.25% p.a.

14.75 years from the COD of Mundra Phase I Power Project.

Repayment is in 20 equal quarterly instalments beginning from the immediate date falling 120 months from Project COD.

For details of security see Note 3 below.

4.

State Bank of India, State Bank of Patiala, State Bank of Mysore, State Bank of Saurashtra, State Bank of Travancore, Axis Bank Limited, Bank of India, Corporation Bank, India Infrastructure Finance Company Limited, Indian Overseas Bank, Tamilnad Mercantile Bank Limited, Punjab National Bank

Common Agreement dated March 27, 2008 in relation to Mundra Phase III Power Project

Aggregate = 23,470.00

Aggregate = 6,767.66

State Bank of India = 7,170.00 Axis Bank Limited = 850.00 Bank of India = 2,500.00

1,239.72 31.38 432.34

Lending rate during construction period till the First Interest Reset Date* SBAR minus 1.25% BPLR minus 3.75% BPLR minus 1.75%

Lending Rate from the First Interest Reset Date* SBAR minus 1.50% BPLR minus 4% BPLR minus 2.00%

14.25 years from the date of the agreement

Repayment is in 40 equal quarterly instalments beginning from the immediate date falling 6 months from COD of Mundra Phase III Power Project or the expiry of 51 months from the date of the agreement.

For details of security see Note 4 below.

323

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Corporation Bank = 850.00 Indian Overseas Bank = 1,900.00 IIFCL = 4,300.00 Punjab National Bank = 1,650.00 State Bank of Mysore = 750.00 State Bank of Patiala = 850.00 State Bank of Saurashtra = 850.00 State Bank of Travancore = 1,000.00 Tamilnad Mercantile Bank Limited = 800.00 5. State Bank of India, State Bank of Patiala and State Bank of Subordinate Rupee Facility Agreement Aggregate = 1,070.00

Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) 146.80 408.28

Interest (1) (2)(3)(4) (In % p.a.)

Tenure (years)

Repayment

Security

SBAR minus 1.25% BPLR minus 2.25% SBAR minus 1.25% BPLR plus term premium of 0.50% minus 2.00% BPLR minus 1.75% BPLR minus 2.0% SBAR minus 1.75% BPLR minus 2% SBAR minus 1.25%

SBAR minus 1.50% BPLR minus 2.50% SBAR minus 1.50% BPLR plus term premium of 0.50% minus 2.25% BPLR minus 2.00% BPLR minus 2.50% SBAR minus 2.00% BPLR minus 2.25% SBAR minus 1.50%

2,761.60 285.14

481.70 147.00 147.00 172.90 513.80

687.10

-

14.25 years

Repayment equal

is

in 36 quarterly

For details of security

324

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Mysore

dated March 27, 2008 in relation to Mundra Phase III Power Project

State Bank of India = 650.00 State Bank of Patiala = 320.00 State Bank of Mysore = 100.00 Aggregate = US$ 500 million

Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) 417.40 205.50 64.20

Interest (1) (2)(3)(4) (In % p.a.)

Tenure (years)

Repayment

Security

SBAR plus 0.75%** BPLR** SBAR plus 0.75%**

from the date of the agreement

Instalments beginning from the immediate date falling 18 months after the COD of Mundra Phase III Power Project or the expiry of 63 months from the date of the agreement.

see Note 5 below.

6.

Standard Chartered Bank as incorporated in England.

Dollar Loan Agreement dated March 28, 2008 in relation to Mundra Phase III Power Project

Nil The rate of interest on each Advance for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (i) Applicable Margin, which means: (a) for the period commencing on the Signing Date and ending on the First Step-Up Date, 1.85% (one point eight five per cent.) per annum; (b) for the period commencing on the day immediately following the First Step-Up Date and ending on the Second Step-Up Date, 2.00% (two per cent.) per annum; (c) for the period commencing on the day immediately following the Second Step-Up Date and ending on the

12 years

Repayment is to be made in 17 instalments, commencing from March 31, 2012 and the last date being March 31, 2020.

For details of security see Note 6 below.

325

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Principal Amount Outstanding as at March 31, 2009 (In Rs. Million)

Interest (1) (2)(3)(4) (In % p.a.)

Tenure (years)

Repayment

Security

Termination Date, 2.25% (two point two five per cent.) per annum. (ii) (iii) LIBOR; and Mandatory cost, if any.

*Notwithstanding the lending rate specified by each senior rupee lender, the highest of the lending rates specified by the senior rupee lenders from time to time shall be applicable to all the senior rupee lenders. **Notwithstanding the lending rate specified by each subordinate lender, the highest of the lending rates specified by the subordinate lenders from time to time shall be applicable to all the subordinate lenders.
(1) The Company shall be liable to pay penal interest in case of default at the rate of BPLR plus 2.0% for Common Agreement for Rupee facility dated September 20, 2006 in relation to Mundra Phase I Power Project, Lending rate plus 2% for Common Agreement for Rupee facility dated July 25, 2007 in relation to Mundra Phase II Power Project, 1% p.a. for Common Agreement dated March 27, 2008 in relation to Mundra Phase III Power Project and Lending Rate plus 1% p.a. for Subordinate Rupee Facility Agreement dated March 27, 2008. (2)

The lenders may reset the rate of interest every three years for Common Agreement for Rupee facility dated September 20, 2006 and Novation Notice dated August 6, 2008 in relation to Mundra Phase I Power Project and Common Agreement for Rupee facility dated July 25, 2007 in relation to Mundra Phase II Power Project. The lenders shall be entitled to reset interest in accordance with the terms of the Common Agreement dated March 27, 2008 in relation to Mundra Phase III Power Project. The lenders shall be entitled to reset interest in accordance with the terms of the Subordinate Rupee Facility Agreement dated March 27, 2008 in relation to Mundra Phase III Power Project.

(3)

(4)

(5)

Bank of Baroda had initially committed to loan an amount of Rs. 940 million. However, subsequently Rs. 780 million out of Bank of Baroda’s share was reallocated amongst Allahabad Bank, Punjab National Bank, Bank of India, Syndicate Bank, Andhra Bank, Bank of Maharashtra, State Bank of Hyderabad, Oriental Bank of Commerce, Canara Bank and UCO Bank and the share of such banks was consequently increased through novation notice dated August 6, 2008 . The entire facility granted by Bank of Baroda was cancelled on reallocation. Note 1:

(i).

(ii). (iii). (iv). (v).

A first ranking pari passu English mortgage and charge/security interest in respect of all the Company’s immovable properties both present and future; all the Company’s movable properties and assets, both present and future; all tangible and intangible assets including but not limited to the goodwill, undertaking and uncalled capital of the Company; all revenues and receivable of the Company from the Mundra Phase I Power Project or otherwise; all of the Company’s rights, titles and interest in respect of the assets and its rights under each of the project documents; all the Company’s accounts and all the insurance contracts. A first ranking pledge in respect of 30% of the total, issued and paid up shares of the Company from time to time. Non-disposal and safety net arrangement agreement in favour of the security trustee in respect of 21% of the issued and outstanding equity shares of the Company from time to time. Charge on and assignment of each letter of credit/ escrow/ guarantee or performance bond or any other security that may be posted by any party to a project document for the Company’s benefit; and a Corporate guarantee from MPSEZ. The liability of MPSEZ as guarantor shall not exceed Rs. 750 million.

326

Note 2: (i). A first ranking pari passu English mortgage and charge/security interest in respect of all the Company’s immovable properties both present and future; (ii) all the Company’s movable properties and assets, both present and future; all tangible and intangible assets including but not limited to the goodwill, undertaking and uncalled capital of the Company; all revenues and receivables of the Company from the Mundra Phase II Power Project or otherwise; all of the Company’s rights, titles and interest in respect f the assets and its rights under each of the project documents; all the Company’s accounts and all the insurance contracts. A first ranking pledge in respect of 30% of the total, issued and paid up shares of the Company from time to time. Non-disposal and safety net arrangement agreement in favour of the security trustee in respect of 21% of the issued and outstanding equity shares of the Company from time to time. A first charge on charge on and assignment of each letter of credit/ escrow/ guarantee or performance bond or any other security that may be posted by any party to a project document for the Company’s benefit.

(ii). (iii). (iv). Note 3:

A second ranking English mortgage and charge/security interest in respect of: (i). (ii). (iii). (iv). (v). (vi). (vii). Note 4: A first ranking pari passu mortgage and charge/security interest in respect of: (i). (ii). (iii). (iv). (v). (vi). (vii). (viii). (ix). (x). a mortgage and charge on all the Company’s immovable properties, both present and future, with respect to Mundra Phase III Power Project; a charge by way of hypothecation of all the Company’s movable properties and assets, both present and future, with respect to Mundra Phase III Power Project; a charge on book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising, all intangible and tangible assets including but not limited to the goodwill, undertaking and uncalled capital of the Company, both present and future, with respect to Mundra Phase III Power Project. a charge/ assignment on/of all of the Company’s rights, title and interest in respect of the assets and its rights under each of the project documents duly acknowledged and consented to, where required, by the relevant counterparties, all the Company’s rights under each letter of credit/guarantee or performance bond that may be posted by any party to a project document for the Company’s benefit and all the Company’s rights under the Clearances for Mundra Phase III Power Project; a charge/ assignment on/of all the Company’s bank accounts in relation to Mundra Phase III Power Project and each of the other accounts required to be created by the Company under any Transaction document, including in each case, all monies lying credited/ deposited into such accounts; a charge/ assignment on/of all the Insurance Contracts naming the Security Trustee as an additional insured/sole loss payee, with respect to Mundra Phase III Power Project; a pledge in respect of 30% of the total, issued and paid up shares of the Company which have been brought in by the Sponsor in the Company with respect to Mundra Phase I and Phase II Power Projects and Mundra Phase III Power Project on a pari passu basis among senior lenders of these projects.; Non-disposal and safety net arrangement agreement in favour of the security trustee in respect of 21% of the issued and outstanding equity shares of the Company from time to time. a charge on and assignment of each letter of credit/ escrow/ guarantee or performance bond or any other security that may be provided by any party in relation to Mundra Phase III Power Projects’ project document for the Company’s benefit; and Security over all the common assets pertaining to the Mundra Phase I and Phase II Power Projects and Mundra Phase III Power Project in favour of the banks and financial institutions providing senior financial assistances to all these projects. all the Company’s immovable properties both present and future; all the Company’s movable properties and assets, both present and future; all tangible and intangible assets including but not limited to the goodwill, undertaking and uncalled capital of the Company; all revenues and receivables of the Company from the Mundra Phase I and II Power Projects or otherwise; all of the Company’s rights, titles and interest in respect of the assets and its rights under each of the project documents; all the Company’s accounts; all the insurance contracts.

327

Reciprocal Security (i). Note 5: The facility shall be secured by the security in favour of the senior lenders in terms of the Common Agreement dated March 27, 2008. It shall rank pari passu inter se between the subordinate rupee lenders and subsequent to the security to be created in favour of the Phase III Security Trustee for the benefit of the Phase III senior lenders and the providers of working capital facilities. (i). (ii). (iii). (iv). (v). (vi). (vii). (viii). (ix). a mortgage and charge on all the Company’s immovable properties, both present and future, with respect to Mundra Phase III Power Project; a charge by way of hypothecation of all the Company’s movable properties and assets, both present and future, with respect to Mundra Phase III Power Project; a charge on book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising, all intangible and tangible assets including but not limited to the goodwill, undertaking and uncalled capital of the Company, both present and future, with respect to Mundra Phase III Power Project. a charge/ assignment on/of all of the Company’s rights, title and interest in respect of the assets and its rights under each of the project documents duly acknowledged and consented to, where required, by the relevant counterparties, all the Company’s rights under each letter of credit/guarantee or performance bond that may be posted by any party to a project document for the Company’s benefit and all the Company’s rights under the Clearances for Mundra Phase III Power Project.; a charge/ assignment on/of all the Company’s bank accounts in relation to Mundra Phase III Power Project and each of the other accounts required to be created by the Company under any Transaction document, including in each case, all monies lying credited/ deposited into such accounts; a charge/ assignment on/of all the Insurance Contracts naming the Security Trustee as an additional insured/sole loss payee, with respect to Mundra Phase III Power Project; a pledge in respect of 30% of the total, issued and paid up shares of the Company which have been brought in by the Sponsor in the Company with respect to security for the Mundra Phase I and Phase II Power Projects and Mundra Phase III Power Project; a charge on and assignment of each letter of credit/ escrow/ guarantee or performance bond or any other security that may be provided by any party in relation to Mundra Phase III Power Project project document for the Company’s benefit; and security over all the common assets pertaining to the Mundra Phase I and Phase II Power Projects and Mundra Phase III Power Project in favour of the banks and financial institutions providing subordinated financial assistances to all the these projects. 3rd ranking pari passu inter se between the Phase III Senior Lenders security created over all the assets secured / to be secured in favour of the respective Security Trustees for the benefit of the senior rupee lenders, the working capital lenders and subordinate rupee lenders to the Mundra Phase I and Phase II Power Projects.

Reciprocal Security (i). Note 6: In terms of the sanction letter dated December 14, 2007 for the Dollar Loan Agreement the security will include all the of the Borrowers rights, title and interests to, but not limited to, the following: (i). (ii). (iii). (iv). (v). (vi). (vii). a first ranking (pari- passu with Rupee facility providers for Mundra Phase III Power Project) charge over Mundra Phase III Power Project assets (excluding common assets) both present and future; a charge over Phase 1 and 2 assets (excluding common assets) behind Phase 1 and 2 senior and subordinate lenders; a pari- passu charge over all the common assets (across Phase 1, 2 and 3) between all lenders with consent for enforcement being subject to an agreement by a super- majority of lenders; a right to access any residual cash (prior to distributions) from the trust and the retention account in relation to Phase 1 and 2; borrower’s right to the project Site in relation to the Mundra Phase III Power Project ; a first charge/ assignment of Borrower’s rights/ title and interests in the project agreements and any other contracts/ licenses necessary for the commencement and operations of the Mundra Phase III Power Project ; a first charge/ assignment of contractor guarantees, performance bonds and any other letter of credit that may be provided to the borrower by any party in respect of the Mundra Phase III Power Project ; 4th ranking pari passu inter se between the Phase III Subordinate Lenders security created over all the assets secured / to be secured in favour of the respective Security Trustees for the benefit of the senior rupee lenders, the working capital lenders and subordinate rupee lenders to the Mundra Phase I and Phase II Power Projects.

328

(viii). (ix). (x). (xi). (xii).

a first matter/ assignment on the irrevocable, no lien Proceeds Account, and the Cash Sweep Account, the proceeds of which would be utilized in a manner and priority to be decided by the MLA in respect of the Mundra Phase III Power Project; a first charge/ assignment on the irrevocable, no lien Collateral Account in respect of the Mundra Phase III Power Project; pledge over 30% of the fully paid up share capital of the borrower with respect to Mundra Phase I and Phase II Power Projects and Mundra Phase III Power Project on a pari passu basis among senior lenders of these projects.; floating charge on the current assets attributable to the Mundra Phase III Power Project; and assignment of all insurance policies in relation to the Mundra Phase III Power Project.

329

Unsecured Loans Details of the short term loans
Sr. No. 1. 2. 3. 4. 5. 6. Description of the Facility / Name of the Lender UCO Bank Limited UCO Bank Limited Punjab National Bank Limited Canara Bank Limited Bank of India Limited Allahabad Bank Limited Total Nature of Borrowing Amount Sanctioned (In Rs. million) 1,500.00 1,000.00 1,000.00 1,000.00 2,000.00 1,000.00 7,500.00 Date of Sanction Letters January 2009 15, Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) 1,500.00 1,000.00 1,000.00 1,000.00 2,000.00 1,000.00 7,500.00 Rate of Interest 12.50% 12.50% 13.50% 15.00% 11.50% 11.80% Tenure Repayment

Short term loan in relation to Mundra Phase IV Power Project. Short term loan in relation to Mundra Phase IV Power Project. Short term loan in relation to Mundra Phase IV Power Project. Short term loan in relation to Mundra Phase IV Power Project. Short term loan in relation to Mundra Phase IV Power Project. Short term loan in relation to Mundra Phase IV Power Project.

180 days 180 days Six months Six months Six months 12 months -

Bullet payment after 180 days from the date of disbursement. Bullet payment after 180 days from the date of disbursement. Bullet payment after six months from the date of disbursement. Bullet payment after six months from the date of disbursement. Bullet payment after six months from the date of disbursement, it can be rolled over to another six months. Bullet payment after 12 months from the date of disbursement. -

November 20, 2008 January 2009 November 2008 March 2009 March 2009 9, 7, 12, 28,

Details of the long term loan
Sr. No. 1. Description of the Facility / Name of the Lender Yes Bank Limited Nature of Borrowing Long term loan in relation to Mundra Phase IV Power Project. Amount Sanctioned (In Rs. million) 1,500.00 Date of Sanction Letter July 18, 2008 Principal Amount Outstanding as at March 31, 2009 (In Rs. Million) 1,500.00 Rate of Interest BPLR minus 4% Tenure Repayment

Total

1,500.00

-

1,500.00

174 months including 54 months of moratorium from the date of the first drawdown. -

Repayable in 40 equal quarterly instalments beginning from 57th month of date of first disbursement. -

330

Corporate Actions Certain corporate actions for which the Company requires the prior written consent of the lenders include: (a). (b). (c). (d). (e). (f). (g). (h). (i). (j). (k). (l). (m). (n). (o). (p). (q). make any drastic change in the management or change the composition of its Board of Directors; transfer the share of the promoter Directors; contract, create, incur, assume or suffer to exist any indebtedness, except for permitted indebtedness; carry on any business or activity other than in connection with the completion or operation of the project; set up or have any subsidiaries; issue any guarantee except as required under the transaction documents; revalue its assets and properties during the currency of the facilities; undertake any new project or expansion; wind up, liquidate or dissolve its affairs; enter into any transaction of merger, consolidation, amalgamation or reorganisation; convey, sell, lease, let or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (excluding sales of electricity capacity in accordance with the PPA), except for any permitted disposal; alter Memorandum of Association and / or Articles of Association; change its fiscal year; change its accounting policies presently being followed; change the nature or scope of Mundra Phase I and Phase II Power Projects and Mundra Phase III Power Project; agree to, create, incur, assume or suffer to exist any Security Interest upon or with respect to any property, revenues, or assets (real, personal or mixed, tangible or intangible) of the Company, whether now owned or hereafter acquired; and alter its capital structure.

Further, under the terms of the loan agreements of the Company, the Company is required to maintain certain limits on financial ratios like debt equity ratio, debt service coverage ratio and asset coverage ratio.

331

The details of indebtedness of the subsidiaries of the Company, as at March 31, 2009, are as follows: Adani Power Maharashtra Limited (“APML”)
Sr. No. Name of the Lenders Nature of Borrowing Amount Sanctioned (In Rs. Million) Principal Amount Outstanding as at March 31, 2009 (In Rs. million) Nil Interest (In % p.a.) Tenure Repayment Security

1.

Bank of Baroda, Corporation Bank, Indian Overseas Bank, Life Insurance Corporation of India, Power Finance Corporation Limited, Punjab National Bank, Rural Electrification Corporation Limited, State Bank of Bikaner and Jaipur, State Bank of India, State Bank of Mysore, State Bank of Indore, State Bank of Patiala, Syndicate Bank, UCO Bank and Union Bank of India

Common Loan Agreement dated January 30, 2009 in relation to Tiroda Power Project - Phase I

Aggregate = 49,200

Bank of Baroda = 3,000 Corporation Bank = 1,000 Indian Overseas Bank = 2,000

Nil Nil Nil

Lending Rate from the First and Subsequent Interest Reset Date* BPLR minus BPLR minus 1.25% 1.50% BPLR minus BPLR 1.25% 1.50% BPLR minus 1.50% subject to a minimum of 12% minus

Lending rate upto the First Interest Reset Date*

BPLR minus 1.75% subject to a minimum of 11.75% minus

14 years and 3 months (Total door to-door tenure including construction period, moratorium period and the repayment period)

40 consecutive quarterly equal installments for each lender commencing from July 1, 2012.

For details of security see Note 1 below.

Life Insurance Corporation of India = 2,250 Power Finance Corporation Limited = 10,000

Nil Nil

SBAR minus SBAR 1.25% 1.50% Upto the first interest payment date next following COD: Rate of interest charged to Grade IV Borrowers as

From the first interest payment date next following COD: Rate of Interest charged to Grade IV Borrowers as per Power Finance

332

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Principal Amount Outstanding as at March 31, 2009 (In Rs. million)

Interest

(In % p.a.)

Tenure

Repayment

Security

Punjab National Bank = 4,500

Nil

Rural Electrification Corporation Limited = 10,000

Nil

per Power Finance Corporation’s policy applicable from time to time prevalent on the date of each disbursement. BPLR plus term premium of 0.50% minus 1.25% subject to a minimum of 11.75% Upto the first interest payment date next following COD: Rate of interest charged to Grade IV Borrowers as per Rural Electrification Corporation Limited’s policy

Corporation’s policy applicable from time to time.

BPLR plus term premium of 0.50% minus 1.50% subject to a minimum of 11.50% From the first interest payment date next following COD: Rate of interest charged to Grade IV Borrowers as per Rural Electrification Corporation’s policy applicable from time to time.

333

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Principal Amount Outstanding as at March 31, 2009 (In Rs. million)

Interest

(In % p.a.)

Tenure

Repayment

Security

State Bank of Bikaner and Jaipur = 1,000

Nil

State Bank of India = 8,500 State Bank of Mysore = 1,000 State Bank of Indore = 500 State Bank of Patiala = 1,000 Syndicate Bank = 1,000 UCO Bank =

Nil Nil Nil Nil Nil Nil

applicable from time to time prevalent on the date of each disbursement. SBAR minus interest spread of 1.25%. Until the Borrower obtains credit rating as envisaged in the agreement, the aforesaid interest spread will be minus 0.75%. SBAR minus 1.25% BPLR minus 1% BPLR minus 2%

SBAR 1.50%.

minus

SBAR 1.50% BPLR 1.25% BPLR 2.25%

minus minus minus minus minus minus

BPLR minus BPLR 1.5% 1.75% BPLR minus BPLR 0.50% 0.75% BPLR minus BPLR

334

Sr. No.

Name of the Lenders

Nature of Borrowing

Amount Sanctioned (In Rs. Million)

Principal Amount Outstanding as at March 31, 2009 (In Rs. million) Nil Nil

Interest

(In % p.a.)

Tenure

Repayment

Security

2.

IDBI Bank Limited, Punjab National Bank, State Bank of India, State Bank of Patiala

Subordinate Loan Agreement dated January 30, 2009 in relation to Tiroda Power Project - Phase I

1,950 Union Bank of India = 1,500 Aggregate = 3280

1.00% 1.25% BPLR minus BPLR minus 1.25% 1.50% Lending rate Lending Rate upto the First from the First Interest Reset and Subsequent Date** Interest Reset Date** BPLR 0.25%. plus BPLR 0.25%. plus

15 years

41 consecutive quarterly instalments commencing from the Business Day falling after the expiry of the Moratorium Period

For details of security see note 2 below.

IDBI Bank Limited = 280 Punjab National Bank = 500

Nil Nil

BPLR plus term premium of 0.50% plus 0.50% SBAR 0.75% BPLR 1.25%

BPLR plus term premium of 0.50% plus 0.50% plus plus

State Bank of India = 1500 State Bank of Patiala = 1000
* **

Nil Nil

plus SBAR 0.75% plus BPLR 1.25%

Notwithstanding the lending rate specified by each senior rupee lender, the highest of the lending rates specified by the senior rupee lenders from time to time shall be applicable to all the senior rupee lenders. Notwithstanding the lending rate specified by each subordinate lender, the highest of the lending rates specified by the subordinate lenders from time to time shall be applicable to all the subordinate lenders.

Note 1: The loan is secured by: (a). (b). (c). first mortgage and charge on all the APML immovable properties including leasehold land, both present and future; a first charge by way of hypothecation of all the APML’s tangible moveable assets, including moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, both present and future in relation to the project and/or acquired from the funds forming part of the financing plan; a first charge on APML’s receivables in relation to the project;

335

(d). (e). (f).

(g). (h). Note 2:

a first charge over all accounts of the APML, including without limitation, the trust and retention account and the retention accounts (or any account in substitution thereof) that may be opened and in all funds from time to time deposited therein and in all authorised investments or other securities representing all amounts credited thereto in relation to the project; a first charge on all intangibles of the APML including but not limited to goodwill, rights, undertakings and uncalled capital, present and future in relation to the project; a first charge by way of assignment or creation of security interest in: (i). all the right, title, interest, benefits, claims and demands whatsoever of the APML in the project documents, in relation to the project; (ii). the right, title and interest of the APML in, to and under all the government approvals in relation to the project; (iii). all the right, title, interest, benefits, claims and demands whatsoever of the APML in any letter of credit, guarantee including contractor guarantees and liquidated damages and performance bond provided by any party to the project documents in relation to the project; (iv). all the right, title, interest, benefits, claims and demands whatsoever of the APML under all insurance contracts in relation to the project; pledge of equity shares aggregating to 30% of paid up and voting equity share capital of the APML towards the project equity capital till the final settlement date; and if at any time during the subsistence of the agreement, the lenders feel that the security created is inadequate, the lenders can advise APML and APML shall provide and furnish to the satisfaction of the lenders, such additional security.

The loan is secured by: (i). (ii). (iii). (iv). (v). (vi). a second mortgage and charge on all the APML’s immovable properties including leasehold land, both present and future; a second charge by way of hypothecation of all the APML’s tangible moveable assets, including moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, both present and future in relation to the project and/or acquired from the funds forming part of the financing plan; a second charge on APML’s receivables in relation to the project; a second charge over all accounts of the APML, including without limitation, the trust and retention account and the retention accounts (or any account in substitution thereof) that may be opened and in all funds from time to time deposited therein and in all authorised investments or other securities representing all amounts credited thereto in relation to the project; a second charge on all intangibles of the APML including but not limited to goodwill, rights, undertakings and uncalled capital, present and future in relation to the project; a second charge by way of assignment or creation of security interest in: (a). all the right, title, interest, benefits, claims and demands whatsoever of the APML in the project documents, duly acknowledged and consented to by the counter parties to the project documents as provided under such project documents, in relation to the project all as amended, varied or supplemented from time to time; (b). the right, title and interest of the APML in, to and under all the government approvals in relation to the project; (c). all the right, title, interest, benefits, claims and demands whatsoever of the APML in any letter of credit, guarantee including contractor guarantees and liquidated damages and performance bond provided by any party to the project documents in relation to the project; (d). all the right, title, interest, benefits, claims and demands whatsoever of the APML under all insurance contracts in relation to the project; and a second charge on pledge of equity shares aggregating to 30% of paid up and voting equity share capital of the APML towards the project equity capital till the final settlement date.

(vii).

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Undertakings of APL and AEL (i). APL shall and AEL shall cause APL to make the equity contributions towards the project equity capital from time to time as long as the APL holds not less than 51% of the equity capital of the APML; (ii). APL shall and the AEL shall cause APL to bring additional funds to the APML without any recourse to the project assets in a manner and to the satisfaction of the lenders to meet the shortfalls if any in meeting the means of finance for implementation of the project arising out of cost over run; (iii). In case the actual aggregate cost of construction and completion of the project exceeds the project cost on account of non-receipt of the approval of “mega power status” from the government by the APML (to the satisfaction of the lenders) , the AEL has to provide additional funds to the APL for meeting the excess of the actual aggregate cost of construction and completion of the project over the project cost and without recourse to any additional borrowing by the APL and without recourse to any of the secured properties; (iv). In case of any loss arising out of any authorised investment made by the APML as provided under the trust and retention account, the APL has to provide additional funds to the APML to make up for such loss without any recourse to any of the secured properties, to the satisfaction of the lenders; (v). The AEL will provide funds to the APL to ensure that the APL has sufficient funds for meeting its aforementioned obligations/undertakings. The obligation of the AEL shall be deemed to be joint and several with that of the APL’s shareholding with respect to the undertakings; (vi). If at any time the APML is not in a position to meet the requirements under the terms of the power purchase agreement with MSEDCL to supply net power of 1320 MW and/or under the terms of other power purchase agreements, the AEL has to procure and supply such power as would meet the shortfall in supply by the APML; (vii). In the event there is any default on the part of the APML under any of the EPC contracts for any reason whatsoever, the AEL shall be responsible to ensure that such default on the part of the APML is rectified, or otherwise mitigated such that the EPC contractors do not terminate the EPC contracts and if any of the EPC contractors levy any liquidated damages or recovers any other damages from the APML, the AEL shall be liable to pay the same to such EPC contractor without any recourse to the APML and/or any of the secured properties; (viii). APL undertakes that it shall hold at least 51% of the paid up and voting equity share capital of the APML at all times upto final settlement date; (ix). APL undertakes to pledge at least 30% of the paid up and voting equity share capital of the APML towards the project equity capital for the benefit of the lenders; (x). APL undertakes to retain management and control over the APML up to the final settlement date; (xi). AEL undertakes to pledge hold at least 51% of the paid up and voting equity share capital of the APL at all times upto final settlement date; (xii). AEL undertakes to retain management and control over the APL up to the final settlement date; (xiii). In the event of any delay in mine development from the milestones as specified in the project implementation schedule, the APL and the AEL has to arrange for the requisite short term tapering linkage so as to ensure that the APML’s operation of the power station is not impeded and is able to generate power; (xiv). In the event, the APL and/or AEL contributes and/or arrange funds to the APML by way of unsecured loan or other form of debt pursuant to the undertakings mentioned in the agreement, the repayment/redemption of such debt shall be made only after the secured obligations (obligations under the common loan agreement and the subordinate loan agreement) are fully discharged to the satisfaction of the lenders; (xv). Until the equity contribution towards project equity capital are made in full, neither the AEL nor the APL shall without the prior approval of the lenders, declare their own dividend, interim or otherwise in excess of 60% of the paid up share capital; (xvi). Until the contributions to the project equity capital are made in full, the AEL or the APL shall not make any commitment for providing funds for any other project, whether by way of subscription to the equity capital or otherwise except after ensuring priority of investment in the APML to meet their obligations as per the undertakings; and

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(xvii). AEL and APL have to provide all requisite information so as to enable the lenders to have various aspects of the technical configuration of the power station and the EPC contracts and other project documents. Corporate Actions Certain corporate actions for which the APML requires the prior written consent of the lenders: (i). (ii). (iii). (iv). Alteration of its capital structure; Merger, consolidation, re-organisation or amalgamation or for sale, lease transfer or dispose of any assets; Investment in any entity including AEL and/or APL by way of deposits, loans, bonds, share capital or in any other form; Capital expenditure or make any investments or take assets on lease other than: (a). Capital expenditure required for enhancing the generating capacity by 660 MW. (b). In authorised investments as per Trust and Retention Agreement dated January 30 2009. (c). Capital expenditure/investment required for the project to the extent provided for in the approved budget up to Rs.200 Crores; so long as there is no adverse deviation in the financial ratios. (v). Making any restricted payments; (vi). Undertake any new project or diversify, modernise or expand the project under this agreement; (vii). Revaluation of assets at any time during the currency of the loan; and (viii). Repayment of any contribution made by the shareholders of APML in respect of outstanding equity shares or instruments compulsorily convertible into equity shares of APML. The arrangement of equity contribution from a person other than the AEL, the AEL’s affiliates (any entity directly or indirectly controlling, controlled by or under common control with the AEL and the expression “control” shall mean holding of at least 51% of the paid up and voting equity share capital) and Millennium Developers Private Limited.

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OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated below there are no outstanding litigation, suits, criminal or civil prosecutions, proceedings or tax liabilities against our Company, our subsidiaries, our Directors, our Promoter and our Promoter Group and there are no defaults, non payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debenture, bonds and fixed deposits and arrears of preference shares issue by the Company and its Subsidiary, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities of the Company and its subsidiary and no disciplinary action has been taken by SEBI or any stock exchanges against the Company, its Subsidiary, its Promoters, Promoter Group and Directors. Litigation against the Company 1. Patel Bharatkumar Prahladbhai, Ganpatbhai B. Patel and others (the “Plaintiffs”) have filed a suit (no. 25/08) along with an interi